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16501 Ventura, LLC
A Nevada limited liability Company
Deja Foods, Inc.
A Nevada Corporation
TABLE OF CONTENTS
Article Title Page
1 Definitions 2
2 Premises 3
3 Term 3
4 Rental 4
5 Security Deposit 8
6 Use of Premises 8
7 Utilities and Services 10
8 Maintenance and Repairs 12
9 Alterations, Additions and Improvements 12
10 Indemnification and Insurance 14
11 Damage or Destruction 16
12 Condemnation 17
13 Relocation 17
14 Assignment and Subletting 17
15 Default and Remedies 20
16 Attorneys' Fees; Costs of Suits 23
17 Subordination and Attornment 23
18 Quiet Enjoyment 24
19 Rules and Regulations 24
20 Estoppel Certificates 24
21 Entry by Landlord 25
22 Landlord's Lease Undertakings-Exculpation from Personal Liability; Transfer of
Landlord's Interest 26
23 Holdover Tenancy 26
24 Notices 26
25 Brokers 27
26 Electronic Services 27
27 Parking 29
28 Miscellaneous 30
Exhibit A Floor Plan
Exhibit B Work Letter
Exhibit C Rules and Regulations
Exhibit D Personal Guarantee
THIS OFFICE LEASE ("Lease"), dated July 6, 2004, is made and entered into by and between 16501 Ventura, LLC, a
California limited liability company ("Landlord"), and Deja Foods, Inc., a Nevada corporation ("Tenant"), upon the following
terms and conditions:
Unless the context otherwise specifies or requires, the following terms shall have the meanings specified herein;
1.01 Building. The term "Building" shall mean that certain office buildings located at 16501 Ventura Boulevard, Encino,
California commonly known as "Encino Executive Plaza" together with any related land, improvements, parking facilities,
common areas, driveways, sidewalks and landscaping.
1.02 Premises. The term "Premises" shall mean Suite 609 in the "Encino Executive Plaza", as more particularly outlined
on the drawing attached hereto as Exhibit A and incorporated herein by reference. As used herein, "Premises" shall not include
any storage area in the Building, which shall be leased or rented pursuant to a separate agreement.
1.03 Rentable Area of the Premises. The term "Rentable Area of the Premises" shall mean approximately 2,233 rentable
square feet, which Landlord and Tenant have stipulated as the Rentable Areas of the Premises. Tenant acknowledges that the
Rentable Areas of the Premises includes the usable area, without deduction for columns or projections, multiplied by a load
factor to reflect a share of certain areas, which may include lobbies, corridors, mechanical, utility, Janitorial, boiler and service
rooms and closets, restrooms and other public common and service areas of the building or in accordance to the 1996 BOMA
Standard of Measurement.
1.04 Lease Term. The term "Lease Term" shall mean the period between the Commencement Date and the Expiration
Date (as such terms are hereinafter defined), unless sooner terminated as otherwise provided in this Lease.
1.05 Commencement Date. Subject to adjustment as provided in Article 3, the term "Commencement Date" shall mean
later of September 1, 2004.
1.06 Expiration Date. Subject to adjustment as provided in Article 3, the term "Expiration Date" shall mean August 31,
1.07 Base Monthly Rent. The term "Base Monthly Rent" shall mean as follows:
Months Payment Rate (Approximate)
5-12 $4,689.30 $2.10 per sq. ft.
13-24 $4,829.98 $2.16 per sq. ft.
25-36 $4,974.88 $2.22 per sq. ft.
37-48 $5,124.12 $2.28 per sq. ft.
49-60 $5,277.85 $2.34 per sq. ft.
There shall be no pass-through to the Tenant for the duration of the lease,
1.08 Tenant's Percentage Share. The term "Tenant's Percentage Share" shall mean () percent with respect to increase
in Property Taxes and Operating Expenses (as such terms are hereinafter defined). Landlord may reasonably re-determine
Tenant's Percentage Share from time to time to reflect reconfigurations, additions or modifications to the Building.
1.09 Security Deposit. Tenant previously deposited One Thousand Five Hundred Ninety Eight and 40/100 ($1,598.40).
Tenant shall pay additional Three Thousand Six Hundred Seventy Nine and 45/00 ($3679.45) Dollars, to bring up the Security
Deposit total to $5,277.85.
1.10 Tenant's Permitted Use. The term "Tenant's Permitted Use" shall mean General Office and no other use.
1.11 Business Hours. The term "Business Hours" shall mean the hours of 8:00 A.M. to 6:00 P.M., Monday through
Friday (federal and state holidays excepted) and 9:00 A.M. to 1:00 P.M. on Saturday. Holidays are defined as the following: New
Years Day, President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
1.12 Landlord's Address For Notices. The term "Landlord's Address for Notices" shall mean 16501 Ventura
Boulevard, Encino, California 91436, Attn: Jamison Properties, Inc.
1.13 Tenant's Address for Notices. The term "Tenant's Address for Notices" shall mean 16501 Ventura Boulevard,
Suite 608, Encino, California 91436.
1.14 Broker. None.
1.15 Guarantor. See Exhibit "D."
1.16 Tenant's Parking Stalls. The term "Tenant's Parking Stalls" shall mean two (2) parking stalls for each 1,000 square
feet of office leased in the Building at the prevalling rates. The prevalling rates shall be subject to change from time to time no
greater than 3% per year.
2.01 Lease of Premises. Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from
Landlord, upon all of the terms, covenants and conditions contained in this Lease. On the Commencement Date described
herein, Landlord shall deliver the Premises to Tenant in substantial conformance with the Work Letter Agreement attached
hereto as Exhibit B.
2.02 Acceptance of Premises. Prior to Tenant's taking possession of the Premises, Landlord or its designee and Tenant
will walk the Premises for the purpose of reviewing the condition of the Premises (and the condition of completion and
workmanship of any tenant improvements which Landlord is required to construct in the Premises pursuant to this Lease); after
such review, Tenant shall execute a Suite Acceptance Letter, in the form of Exhibit B attached hereto, accepting the Premises.
Except as is expressly set forth in this Section 2.02 or the Work Letter Agreement attached hereto, if any, or as may be expressly
set forth in Suite Acceptance Letter, Tenant agrees to accept the Premises in its "as is" said physical condition subject to
punch list items without any agreements, representations, understandings or obligations on the part of Landlord to perform any
alterations, repairs or improvements (or to provide any allowance for same).
3.01 Except as otherwise provided in this Lease, the Lease Term shall be for the period described in Section 1.04 of this
Lease, commencing on the Commencement Date described in Section 1.05 of this Lease and ending on the Expiration Date
described in Section 1.06 of this Lease; provided, however, that, if, for any reason, Landlord is unable to deliver possession of
the Premises on the date described in Section 1.05 of this Lease, Landlord shall not be liable for any damage caused thereby, nor
shall the Lease be void or voidable, but, rather, the Lease Term shall commence upon, and the Commencement Date shall be the
date that possession of the Premises is so tendered to Tenant (except for Tenant-caused delays which shall not be deemed to
delay commencement of the Lease Term), and, unless Landlord elects otherwise, the Expiration Date described in Section 1.06 of
this Lease shall be extended by an equal number of days.
4.01 Definitions. As used herein,
(A) "Base Year" shall mean calendar year 2004.
(B) "Property Taxes" shall mean the aggregate amount of all real estate taxes, assessments (whether they be
general as special), sewer rents and charges, transit taxes, taxes based upon the receipt of rent and any other federal
state or local governmental charge, general, special, ordinary or extraordinary (but not including income or franchise
taxes, capital stock, inheritance, estate, gift, or any other taxes imposed upon or measured by Landlord's gross income or
profits, unless the same shall be imposed in lieu of real estate taxes or other ad valorem taxes), which Landlord shall pay
or become obligated to pay in connection with the Building or any part thereof, Property Taxes shall also include all fees
and costs, including attorneys' fees, appraisals and consultants fees, incurred by Landlord in seeking to obtain a
reassessment, reduction of, or a limit on the increase in any Property Taxes regardless of whether any reduction or
limitation is obtained. Property Taxes for any calendar year shall be Property Taxes which are due for payment or paid in
such year, rather than Property Taxes which are assessed or become a lien during such year. Property Taxes shall
include any tax, assessment, levy, imposition or charge imposed upon Landlord and measured by or based in whole or in
part upon the Building or the rents or other income from the Building to the extent that such items would be payable if
the Building was the only property of Landlord subject to same and the income received by Landlord from the Building
was the only income of Landlord. Property Taxes shall also include any personal property taxes imposed upon the
furniture, fixtures, machinery, equipment, apparatus, systems and appurtenances of Landlord used in connection with
(C) "Operating Expenses" shall mean all costs, fees, disbursements and expenses paid or incurred by or on behalf
of Landlord in the operation, ownership, maintenance, management, replacement and repair of the Building (excluding
Property Taxes) including without limitation.
(i) Premiums for property, earthquake, casualty, liability, rent interruption or other types of insurance
carried by Landlord.
(ii) Salaries, wages and other amounts paid or payable for personnel including the Building manager,
superintendent, operation and maintenance staff, and other employees of Landlord involved in the maintenance
and operation of the Building, including contributions and premiums towards fringe benefits, unemployment,
disability and worker's compensation insurance, pension plan contributions and similar premiums and
contributions and the total charges of any independent contractors or property managers engaged in the
operation, repair, care, maintenance and cleaning of any portion of the Building.
(iii) Cleaning expenses, including without limitation janitorial services, window cleaning and garbage and
(iv) Landscaping expenses, including without limitation irrigating, trimming, mowing, fertilizing seeding,
and replacing plants.
(v) Heating, ventilating, air conditioning and steam/utilities expenses, including fuel, gas, electricity,
water, sewer, telephone, and other services.
(vi) Subject to the provisions of Section 4.01(C)(vii) below, the cost of maintaining, operating, repairing
and replacing components of equipment or machinery, including without limitation heating, refrigeration,
ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers, fire/life safety, security and energy
management systems, including service contracts, maintenance contracts, supplies and parts.
(vii) Other Items of repair or maintenance of elements of the Building.
(viii) The costs of policing, security and supervision of the Building.
(ix) Fair market rental and other costs with respect to the management office for the Building.
(x) The cost of the rental of any machinery or equipment and the cost of supplies used in the maintenance
and operation of the Building.
(xi) Audit fees and the cost of accounting services incurred in the preparation of statements referred to in
this lease and financial statements, and in the computation of the rents and charges payable by tenants of the
(xii) Capital expenditures (a) made primarily to reduce Operating Expenses, or to comply with any laws of
other governmental requirements, or (b) for replacements (as opposed to additions or new improvements) of non
structural items located in the common areas of the property required to keep such areas in good condition;
provided, all such permitted capital expenditures (together with reasonable financing charges) shall be amortized
for purposes of this Lease over the shorter of (i) their useful lives, (ii) the period during which the reasonably
estimated savings in Operating Expenses equals the expenditures, or (iii) three (3) years.
(xiii) Legal fees and expenses.
(xiv) Payments under any easement, operating agreement, declaration, restrictive covenant, or instrument
pertaining to the sharing of costs in any planned development.
(xv) A fee for the administration and management of the Building as reasonably determined by Landlord
from time to time.
Operating Expenses shall not include costs of alteration of the premises of tenants of the Building, depreciation
charges, interest and principal payments on mortgages, ground rental payments, real estate brokerage and leasing
commissions, expenses incurred in enforcing obligations of tenants of the Building, salaries and other compensation of
executive officers of the managing agent of the Building senior to the Building manager, costs of any special service
provided to any one tenant of the Building but not to tenants of the Building generally, and costs of marketing or
advertising the Building.
(D) If the Building does not have ninety five percent (95%) occupancy during an entire calendar year, including
the Base Year, then the variable cost component of "Property Taxes" and "Operating Expenses" shall be equitably
adjusted so that the total amount of Property Taxes and Operating Expenses equals the total amount which would have
been paid or incurred by Landlord had the Building been ninety five percent (95%) occupied for the entire calendar year.
In the event shall Landlord be entitled to receive from Tenant and any other tenants in the Building an aggregate
amount in excess of actual Property Taxes and Operating Expenses as a result of the foregoing provision.
4.02 Base Rent.
(A) During the Lease Term, Tenant shall pay to Landlord as rental for the Premises the Base Rent described in
Section 1.07 above, subject to the following annual adjustments (herein called the "Rent Adjustments"):
(B) Annual Adjustments of Base Rent. (see Section 1.07)
(a) Tax and Operating Expense Adjustment. During each calendar year, the Base-Rent payable by Tenant
to Landlord, shall be increased by (collectively, the "Tax and Operating Expense Adjustment"): (i) Tenant's
Percentage Share of the dollar increase, if any, in Property Taxes for such year over Property Taxes for the Base
Year: and (ii) Tenant's Percentage Share of the dollar increase, if any, in any category of Operating Expenses paid
or incurred by Landlord during such year over the respective category of Operating Expenses paid or incurred
by Landlord during the Base Year. A decrease in Property Taxes or any category of Operating Expenses below
the Base Year amounts shall not decrease the amount of the Base Rent due hereunder or give rise to a credit in
favor of Tenant.
4.03 Tax and Operating Expense Adjustment Procedures Estimates. The Tax and Operating Expense Adjustment
specified in Section 4.02(B)(a) shall be determined and paid as follows:
(A) During each calendar year subsequent to the Base Year, Landlord shall give Tenant written notice of its
estimate of any increased amounts payable under Section 4.02(B)(a) for that calendar year. On or before the first day of
each calendar month during the calendar year, Tenant shall pay to Landlord one twelfth (1/12th) of such estimated
amounts; provided, however, that, not more often than quarterly, Landlord may, by written notice to Tenant, revise its
estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate.
(B) Within one hundred twenty (120) days after the close of each calendar year or as soon thereafter as is
practicable, Landlord shall deliver to Tenant a statement of that year's Property Taxes and Operating Expenses, and the
actual Tax and Operating Expense Adjustment to be made pursuant to Section 4.02(B)(a) for such calendar year, as
determined by Landlord (the "Landlord's Statement") and such Landlord's Statement shall be binding upon Tenant,
except as provided in Section 4.04 below. If the amount of the actual Tax and Operating Expense Adjustment is more
than the estimated payments for such calendar year made by Tenant, Tenant shall pay the deficiency to Landlord upon
receipt of Landlord's Statement. If the amount of the actual Tax and Operating Expense Adjustment is less than the
estimated payments for such calendar year made by Tenant, any excess shall be credited against Rent (as hereinafter
defined) next payable by Tenant under this lease or, if the Lease Term has expired, any excess shall be paid to Tenant.
No delay in providing the statement described in this subparagraph (B) shall act as a waiver of Landlord's right to
payment under Section 4.02(B)(a) above.
(C) If this Lease shall terminate on a day other than the end of a calendar year, the amount of the Tax and
Operating Expense Adjustment to be paid pursuant to Section 4.02(B)(a) that is applicable to the calendar year in which
such termination occurs shall be prorated on the basis of the number of days from January 1 of the calendar year to the
termination date bears to 365. The termination of this Lease shall not affect the obligations of Landlord and Tenant
pursuant to Section 4.03(B) to be performed after such termination.
4.04 Review of Landlord's Statement. Provided that Tenant is not then in default beyond any applicable cure period
of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it
under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have
the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided,
however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the
relevant information necessary to properly document a pass through billing statement, but real estate tax statements, and
information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure:
(A) Tenant shall, within ten (10) business days after any such Landlord's Statement is delivered, deliver a written
notice to Landlord specifying the portions of the Landlord's Statement that are claimed to be incorrect, and Tenant shall
simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement.
Except as expressly set forth in subsection (C) below, in no event shall Tenant be entitled to withhold, deduct, or offset
any monetary obligation of Tenant to Landlord under the Lease (including without limitation, Tenant's obligation to
make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) pending the
completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under
this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above
conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular
Landlord's Statement shall be deemed waived.
(B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate
offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this
Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public
accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04
constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants
performing the review and the principals of Tenant who receive the results of the review. The disclosure of such
information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of
(C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if
Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an
independent firm of certified public accountants of national standing. In the event of a disagreement between the two
accounting firms, the review that discloses the lease amount of deviation from the Landlord's Statement shall be deemed
to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any
additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of
such overpayment shall be credited against Tenant's subsequent Installment obligations to pay the estimated Tax and
Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a
preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment
shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating
4.05 Payment. Concurrently with the execution hereof, Tenant shall pay Landlord Base Rent for the first calendar
month of the Lease Term. Thereafter the Base Rent described in Section 1.07, as adjusted in accordance with Section 4.02, shall
be payable in advance on the first day of each calendar month. If the Commencement Date is other than the first day of a
calendar month, the prepaid Base Rent for such partial month shall be prorated in the proportion that the number of days this
Lease is in effect during such partial month bears to the total number of days in the calendar month. All Rent, and all other
amounts payable to Landlord by Tenant pursuant to the provisions of this Lease, shall be paid to Landlord, without notice,
demand, abatement, deduction or offset, in lawful money of the United States at Landlord's office in the Building or to such
other person or at such other place as Landlord may designate from time to time by written notice given to Tenant. No payment
by Tenant or receipt by Landlord of a lessor amount than the correct Rent due hereunder shall be deemed to be other than a
payment on account; nor shall any endorsement or statement on any check or any letter accompanying any check or payment
be deemed to effect or evidence on accord and satisfaction; and Landlord may accept such check or payment without prejudice
to Landlord's right to recover the balance or pursue any other remedy in this Lease or at law or in equity provided.
4.06 Late Charge; Interest. Tenant acknowledges that the late payment of Base Rent or any other amounts payable by
Tenant to Landlord hereunder (all of which shall constitute additional rental to the same extent as Base Rent) will cause
Landlord to incur administrative costs and other damages, the exact amount of which would be impracticable or extremely
difficult to ascertain. Landlord and Tenant agree that if Landlord does not receive any such payment on or before ten (10) days
after the date the payment is due. Tenant shall pay to Landlord, as additional rent, (a) a late charge equal to five percent (5%) of
the overdue amount to cover such additional administrative costs; and (b) interest on the delinquent amounts at the lesser of
the maximum rate permitted by law if any or eight percent (8%) per annum from the date due to the date paid.
4.07 Additional Rent. For purposes of this Lease, all amounts payable by Tenant to Landlord pursuant to this Lease,
whether or not denominated as such, shall constitute Base Rent. Any amounts due Landlord shall sometimes be referred to in
this Lease as "Rent".
4.08 Additional Taxes. Notwithstanding anything in Section 4.01(B) to the contrary, Tenant shall reimburse Landlord
upon demand for any and all taxes payable by or imposed upon Landlord upon or with respect to: any fixtures or personal
property located in the Premises; any leasehold improvements made in or to the Premises by or for Tenant; the Rent payable
hereunder, including, without limitation, any gross receipts tax, license fee or excise tax levied by any governmental authority;
the possession, leasing, operation, management, maintenance, alteration, repair use or occupancy of any portion of the
Premises (including without limitation any applicable possessory interest taxes); or this transaction or any document to which
Tenant is a party creating or transferring an interest or an estate in the Premises.
ARTICLE V—SECURITY DEPOSIT
5.01 Upon the execution of this Lease, Tenant shall deposit with Landlord the Security Deposit described in Section 1.09
above. The Security Deposit is made by Tenant to secure the faithful performance of all the terms, covenants and conditions of
this Lease to be performed by the Tenant. If Tenant shall default with respect to any covenant or provision hereof, Landlord
may use, apply or retain all or any portion of the Security Deposit to cure such default or to compensate Landlord for any loss
or damage which Landlord may suffer thereby. If Landlord so uses or applies all or any portion of the Security Deposit. Tenant
shall immediately upon written demand deposit cash with Landlord in an amount sufficient to restore the Security Deposit to the
full amount hereinabove stated. Landlord shall not be required to keep the Security Deposit separate from its general accounts
and Tenant shall not be entitled to interest on the Security Deposit. Within thirty (30) days after the expiration of the Lease
Term and the vacation of the Premises by Tenant, the Security Deposit, or such part as has not been applied to cure the default,
shall be returned to Tenant.
ARTICLE VI—USE OF PREMISES
6.01 Tenants Permitted Use. Tenant shall use the Premises only for Tenant's Permitted Use as set forth in Section 1.10
above and shall not use or permit the Premises to be used for any other purpose.
Tenant shall, at its sole cost and expense, obtain all governmental licenses and permits required to allow Tenant to conduct
Tenant's Permitted Use, Landlord disclaims any warranty that the Premises are suitable for Tenant's use and Tenant
acknowledges that it has had a full opportunity to make its own determination in this regard.
6.02 Compliance With Laws and Other Requirements.
(A) Tenant shall cause the Premises to comply in all material respects with all laws, ordinances, regulations and
directives of any governmental authority having jurisdiction including, without limitation, any certificate of occupancy
and any law, ordinance, regulation, covenant, condition or restriction affecting the Building or the Premises which in the
future may become applicable to the Premises (collectively "Applicable Laws").
(B) Tenant shall not use the Premises, or permit the Premises to be used, in any manner which: (a) violates any
Applicable Law; (b) causes or is reasonably likely to cause damage to the Building or the Premises; (c) violates a
requirement or condition of any fire and extended insurance policy covering the Building and/or the Premises, or
increases the cost of such policy; (d) constitutes or is reasonably likely to constitute a nuisance, annoyance or
inconvenience to other tenants or occupants of the Building or its equipment, facilities or systems; (e) interferes with, or
is reasonably likely to interfere with, the transmission or reception of microwave, television, radio, telephone or other
communication signals by antennae or other facilities located in the Building; or (f) violates the Rules and Regulations
described in Article XIX.
6.03 Hazardous Materials.
(A) No Hazardous Materials, as defined herein, shall be Handled, as also defined herein, upon, about, above or
beneath the Premises or any portion of the Building by or on behalf of Tenant, its subtenants or its assignees, or their
respective contractors, clients, officers, directors, employees, agents, or invitees. Any such Hazardous Materials so
Handled shall be known as Tenant's Hazardous Materials. Notwithstanding the foregoing, normal quantities of Tenant's
Hazardous Materials customarily used in the conduct of general administrative and executive office activities (e.g.,
copier fluids and cleaning supplies) may be Handled at the Premises without Landlord's prior written consent. Tenant's
Hazardous Materials shall be Handled at all times in compliance with the manufacturer's instructions therefor and all
applicable Environmental Laws, as defined herein.
(B) Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to this Lease, Tenant shall, at its sole
cost and expense, promptly take all actions required by any Regulatory Authority, as defined herein, or necessary for
Landlord to make full economic use of the Premises or any portion of the Building, which requirements or necessity
arises from the Handling of Tenant's Hazardous Materials upon, about, above or beneath the Premises or any portion of
the Building. Such actions shall include, but not be limited to, the investigation of the environmental condition of the
Premises or any portion of the Building, the preparation of any feasibility studies or reports and the performance of any
cleanup, remedial, removal or restoration work. Tenant shall take all actions necessary to restore the Premises or any
portion of the Building to the condition existing prior to the introduction of Tenant's Hazardous Materials,
notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws. Tenant
shall nevertheless obtain Landlord's written approval prior to undertaking any actions required by this Section, which
approval shall not be unreasonably withhold so long as such actions would not potentially have a material adverse
long-term or short-term effect on the Premises or any portion of the Building.
(C) Tenant agrees to execute affidavits, representations, and the like from time to time at Landlord's request stating
Tenant's best knowledge and belief regarding the presence of Hazardous Materials on the Premises.
(D) "Environmental Laws" means and includes all now and hereafter existing statutes, laws, ordinances, codes,
regulations, rules, rulings, orders, decrees, directives, policies and requirements by any Regulatory Authority regulating,
relating to, or imposing liability or standards of conduct concerning public health and safety or the environment.
(E) "Hazardous Materials" means: (a) any material or substance: (i) which is defined or becomes defined as a
"hazardous substance," "hazardous waste," "infectious waste," "chemical mixture or substance." or "air pollutant"
under Environmental Laws; (ii) containing petroleum, crude oil or any fraction thereof; (iii) containing polychlorinated
biphenyls (PCB's); (iv) containing asbestos; (v) which is radioactive; (vi) which is infectious; or (b) any other material or
substance displaying toxic, reactive, ignitable or corrosive characteristics, as all such terms are used in their broadest
sense, and are defined, or become defined by Environmental Laws; or (c) materials which cause a nuisance upon or
waste to the Premises or any portion of the Building.
(F) "Handle," "handle," "Handled," "handled," "Handling," or "handling" shall mean any installation, handling,
generation, storage, treatment, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission,
abatement, removal, transportation, or any other activity of any type in connection with or involving Hazardous
(G) "Regulatory Authority" shall mean any federal, state or local governmental agency, commission, board or
ARTICLE VII—UTILITIES AND SERVICES
7.01 Building Services. As long as Tenant is not in monetary default under this Lease, Landlord agrees to furnish or
cause to be furnished to the Premises the following utilities and services, subject to the conditions and standards set forth
(A) Non-attended automatic elevator service (if the Building has such equipment serving the Premises), in common
with Landlord and other tenants and occupants and their agents and invitees.
(B) During Business Hours, such air conditioning, heating and ventilation as, in Landlord's reasonable judgment,
are required for the comfortable use and occupancy of the Premises. Landlord may make available to Tenant heating,
ventilation or air conditioning in excess of that which Landlord shall be required to provide hereunder upon such
conditions as shall be determined by Landlord from time to time. Landlord's fee for any such additional heating,
ventilation or air conditioning provided to Tenant, to be set by Landlord from time to time will be separate from and in
addition to the Tax and Operating Expenses Adjustment provide in Article IV. (see Addendum 1)
(C) Water for drinking and rest room purposes.
(D) Reasonable janitorial and cleaning services, provided that the Premises are used exclusively for office purposes
and are kept reasonably in order by Tenant. If the Premises are not used exclusively as offices, Landlord, at Landlord's
sole discretion, may require that the Premises be kept clean and in order by Tenant, at Tenant's expense, to the
satisfaction of Landlord and by persons approved by Landlord; and, in all events, Tenant shall pay to Landlord the cost
of removal of Tenant's refuse and rubbish, to the extent that the same exceeds the refuse and rubbish attendant to
normal office usage.
(E) At all reasonable times, electric current of not less than 3.5 watts per square foot for building standard lighting
and fractional horsepower office machines; provided, however, that (i) without Landlord's consent, Tenant shall not
install, or permit the installation, in the Premises of any computers, word processors, electronic data processing
equipment or other type of equipment or machines which will increase Tenant's use of electric current in excess of that
Landlord is obligated to provide hereunder (provided, however, that the foregoing shall not preclude the use of personal
computers or similar office equipment); (ii) if Tenant shall require electric current which may disrupt the provision of
electrical service to other tenants. Landlord may refuse to grant its consent or may condition its consent upon Tenant's
payment of the cost of installing and providing any additional facilities required to furnish such excess power to the
Premises and upon the installation in the Premises of electric current meters to measure the amount of electric current
consumed, in which latter event Tenant shall pay for the cost of such motor(s) and the cost of installation, maintenance
and repair thereof, as well as for all excess electric current consumed at the rates charged by the applicable local public
utility, plus a reasonable amount to cover the additional expenses incurred by Landlord in keeping account of the
electric current so consumed; and (iii) if Tenant's increased electrical requirements will materially affect the temperature
level in the Premises or the Building, Landlord's consent may be conditioned upon Tenant's requirement to pay such
amounts as will be incurred by Landlord to install and operate any machinery or equipment necessary to restore the
temperature level to that otherwise required to be provided by Landlord, including but not limited to the cost of
modifications to the air conditioning system, Landlord shall not, in any way, be liable or responsible to Tenant for any
loss or damage or expense which Tenant may incur or sustain if, for any reasons beyond Landlord's reasonable control,
either the quantity or character of electric service is changed or is no longer available or suitable for Tenant's
requirements. Tenant covenants that at all times its use of electric current shall never exceed the capacity of the feeders,
risers or electrical installations of the Building. If submetering of electricity in the Building will not be permitted under
future laws or regulations, the Rent will then be equitably and periodically adjusted to include an additional payment to
Landlord reflecting the cost to Landlord for furnishing electricity to Tenant in the Premises.
Any amounts which Tenant is required to pay to Landlord pursuant to this Section 7.01 shall be payable upon demand by
Landlord and shall constitute additional rent.
7.02 Interruption of Services. Landlord shall not be liable for any failure to furnish, stoppage of, or interruption in
furnishing any of the services or utilities described in Section 7.01, when such failure is caused by accident, breakage, repairs,
strikes, lockouts, labor disputes, labor disturbances, governmental regulation, civil disturbances, acts of war, moratorium or
other governmental action, or any other cause beyond Landlord's reasonable control, and, in such event, Tenant shall not be
entitled to any damages nor shall any failure or interruption abate or suspend Tenant's obligation to pay Base Rent and
additional rent required under this Lease or constitute or be construed as a constructive or other eviction of Tenant. Further, in
the event any governmental authority or public utility promulgates or revises any law, ordinance, rule or regulation, or issues
mandatory controls or voluntary controls relating to the use or conservation of energy, water, gas, light or electricity, the
reduction of automobile or other emissions, or the provision of any other utility or service, Landlord may take any reasonably
appropriate action to comply with such law, ordinance, rule, regulation, mandatory control or voluntary guideline and Tenant's
obligations hereunder shall not be affected by any such action of Landlord. The parties acknowledge that safety and security
devices, services and programs provided by Landlord, if any, while intended to defer crime and ensure safety, may not in given
instances prevent theft or other criminal acts, or ensure safety of persons or property. The risk that any safety or security
device, service or program may not be affective, or may malfunction, or be circumvented by a criminal, is assumed by Tenant
with respect to Tenant's property and interests, and Tenant shall obtain insurance coverage to the extent Tenant desires
protection against such criminal acts and other losses, as further described in this Lease. Tenant agrees to cooperate in any
reasonable safety or security program developed by Landlord or required by Law.
ARTICLE VIII—MAINTENANCE AND REPAIRS
8.01 Landlord's Obligations. Except as provided in Sections 8.02 and 8.03 below, Landlord shall maintain the Building
in reasonable order and repair throughout the Lease Term; provided, however, that Landlord shall not be liable for any failure to
make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice of
the need for such repairs or maintenance is given to Landlord by Tenant. Except as provided in Article XI, there shall be no
abatement of Rent, nor shall there be any liability of Landlord, by reason of any injury or inconvenience to, or interference with,
Tenant's business or operations arising from the making of, or failure to make, any maintenance or repairs in or to any portion of
8.02 Tenant's Obligations. During the Lease Term, Tenant shall, at its sole cost and expense, maintain the Premises in
good order and repair (including, without limitation, the carpet, wall-covering, doors, plumbing and other fixtures, equipment,
alterations and improvements, whether installed by Landlord or Tenant). Further, Tenant shall be responsible for, and upon
demand by Landlord shall promptly reimburse Landlord for, any damage to any portion of the Building or the Premises caused
by (a) Tenant's activities in the Building or the Premises; (b) the performance or existence of any alterations, additions or
improvements made by Tenant in or to the Premises; (c) the installation, use, operation or movement of Tenant's property in or
about the Building or the Premises; or (d) any act or omission by Tenant or its officers, partners, employees, agents, contractors
8.03 Landlord's Rights. Landlord and its contractors shall have the right, at all reasonable times and upon prior oral or
telephonic notice to Tenant at the Premises, other than in the case of any emergency in which case no notice shall be required,
to enter upon the Premises to make any repairs to the Premises or the Building reasonably required or deemed reasonably
necessary by Landlord and to erect such equipment, including scaffolding, as is reasonably necessary to effect such repairs.
ARTICLE IX—ALTERATIONS, ADDITIONS AND IMPROVEMENTS
9.01 Landlord's Consent; Conditions. Tenant shall not make or permit to be made any alterations, additions, or
improvements in or to the Premises ("Alterations") without the prior written consent of Landlord, which consent, with respect
to non-structural alterations, shall not be unreasonably withheld. Landlord may impose as a condition to making any
Alterations such requirements as Landlord in its sole discretion deems necessary or desirable including without limitation;
Tenant's submission to Landlord, for Landlord's prior written approval, of all plans and specifications relating to the
Alterations; Landlord's prior written approval of the time or times when the Alterations are to be performed; Landlord's prior
written approval of the contractors and subcontractors performing work in connection with the Alterations; employment of
union contractors and subcontractors who shall not cause labor disharmony; Tenant's receipt of all necessary permits and
approvals from all governmental authorities having jurisdiction over the Premises prior to the construction of the Alterations;
Tenant's delivery to Landlord of such bonds and insurance as Landlord shall reasonably require; and Tenant's payment to
Landlord of all costs and expenses incurred by Landlord because of Tenant's Alterations, including but not limited to costs
incurred in reviewing the plans and specifications for, and the progress of, the Alterations. Tenant is required to provide
Landlord written notice of whether the Alterations include the Handling of any Hazardous Materials and whether these
materials are of a customary and typical nature for industry practices. Upon completion of the Alterations, Tenant shall provide
Landlord with copies of as-built plans. Neither the approval by Landlord of plans and specifications relating to any Alterations
nor Landlord's supervision or monitoring of any Alterations shall constitute any warranty by Landlord to Tenant of the
adequacy of the design for Tenant's intended use or the proper performance of the Alterations.
9.02 Performance of Alterations Work. All work relating to the Alterations shall be performed in compliance with the
plans and specifications approved by Landlord, all applicable laws, ordinances, rules, regulations and directives of all
governmental authorities having jurisdiction (including without
limitation Title 24 of the California Administrative Code) and the requirements of all carriers of Insurance on the Premises and
the Building, the Board of Underwriters, Fire Rating Bureau, or similar organization. All work shall be performed in a diligent,
first class manner and so as not to unreasonably interfere with any other tenants or occupants of the Building. All costs
incurred by Landlord relating to the Alterations shall be payable to Landlord by Tenant as additional rent upon demand. No
asbestos-containing materials shall be used or incorporated in the Alterations. No lead-containing surfacing material, solder, or
other construction materials or fixtures where the presence of lead might create a condition of exposure not in compliance with
Environmental Laws shall be incorporated in the Alterations.
9.03 Liens. Tenant shall pay when due all costs for work performed and materials supplied to the Premises. Tenant
shall keep Landlord, the Premises and the Building free from all liens, stop notices and violation notices relating to the
Alterations or any other work performed for, materials furnished to or obligations incurred by or for Tenant and Tenant shall
protect, indemnify, hold harmless and defend Landlord, the Premises and the Building of and from any and all loss, cost,
damage, liability and expense, including attorneys' fees, arising out of or related to any such liens or notices. Further, Tenant
shall give Landlord not less than seven (7) business days prior written notice before commencing any Alterations in or about
the Premises to permit Landlord to post appropriate notices of non-responsibility. Tenant shall also secure, prior to commencing
any Alterations, at Tenant's sole expense, a completion and lien indemnity bond satisfactory to Landlord for such work. During
the progress of such work, Tenant shall, upon Landlord's request, furnish Landlord with sworn contractor's statements and lien
waivers covering all work theretofore performed. Tenant shall satisfy or otherwise discharge all liens, stop notices or other
claims or encumbrances within ten (10) days after Landlord notifies Tenant in writing that any such lien, stop notice, claim or
encumbrance has been filed. If Tenant fails to pay and remove such lien, claim or encumbrance within such ten (10) days,
Landlord, at its election, may pay and satisfy the same and in such event the sums so paid by Landlord, with interest from the
date of payment at the rate set forth in Section 4.06 hereof for amounts owed Landlord by Tenant shall be deemed to be
additional rent due and payable by Tenant at once without notice or demand.
9.04 Lease Termination. Except as provided in this Section 9.04, upon expiration or earlier termination of this Lease
Tenant shall surrender the Premises to Landlord in the same condition as existed on the date Tenant first occupied the Premises,
(whether pursuant to this Lease or an earlier lease), subject to reasonable wear and tear. All Alterations shall become a part of
the Premises and shall become the property of Landlord upon the expiration or earlier termination of this Lease, unless Landlord
shall, by written notice given to Tenant, require Tenant to remove some or all of Tenant's Alterations, in which event Tenant
shall promptly remove the designated Alterations and shall promptly repair any resulting damage, all at Tenant's sole expense.
All business and trade fixtures, machinery and equipment, furniture, movable partitions and items of personal property owned
by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant; upon the expiration
or earlier termination of this Lease, Tenant shall, at its sole expense, remove all such items and repair any damage to the
Premises of the Building caused by such removal. If Tenant fails to remove any such items or repair such damage promptly after
the expiration or earlier termination of the Lease, Landlord may, but need not, do so with no liability to Tenant, and Tenant shall
pay Landlord the cost thereof upon demand. Notwithstanding the foregoing to the contrary, in the event that Landlord gives its
consent, pursuant to the provisions of Section 9.01 of this Lease, to allow Tenant to make an Alteration in the Premises,
Landlord agrees, upon Tenant's written request, to notify Tenant in writing at the time of the giving of such consent whether
Landlord will require Tenant, at Tenant's cost, to remove such Alteration at the end of the Lease Term.
ARTICLE X—INDEMNIFICATION AND INSURANCE
(A) Tenant agrees to protect, indemnify, hold harmless and defend Landlord and any Mortgages (except outside of
Tenant's premises), as defined herein, and each of their respective partners, directors, officers, agents and employees,
successors and assigns, (except to the extent of the losses described below are caused by the gross negligence of
Landlord, its agents and employees), from and against:
(i) any and all loss, cost, damage, liability or expense as incurred (including but not limited to reasonable
attorneys' fees and legal costs) arising out of or related to any claim, suit or judgment brought by or in favor of
any person or persons for damage, loss or expense due to, but not limited to, bodily injury, including death, or
property damage sustained by such person or persons which arises out of, is occasioned by or is in any way
attributable to the use or occupancy of the Premises or any portion of the Building by Tenant or the acts or
omission of Tenant or its agents, employees, contractors, clients, invitees or subtenants except that caused by
the sole active negligence or willful misconduct of Landlord or its agents or employees. Such loss or damage
shall include, but not be limited to, any injury or damage to, or death of, Landlord's employees or agents or
damage to the Premises or any portion of the Building.
(ii) any and all environmental damages which arise from: (i) the Handling of any Tenant's Hazardous
Materials, as defined in Section 6.03 or (ii) the branch of any of the provisions of this Lease. For the purpose of
this Lease, "environmental damages" shall mean (a) all claims, judgments, damages, penalties, fines, costs,
liabilities, and losses (including without limitation, diminution in the value of the Premises or any portion of the
Building, damages for the loss of or restriction on use of rentable or usable space or of any amenity of the
Premises or any portion of the Building, and from any adverse impact on Landlord's marketing of space); (b) all
reasonable sums paid for settlement of claims, attorneys' fees, consultants' fees and experts' fees; and (c) all
costs incurred by Landlord in connection with investigation or remediation relating to the Handling of Tenant's
Hazardous Materials, whether or not required by Environmental Laws, necessary for Landlord to make full
economic use of the Premises or any portion of the Building, or otherwise required under this Lease. To the
extent that Landlord is held strictly liable by a court or other governmental agency of competent jurisdiction
under any Environmental Laws. Tenant's obligation to Landlord and the other indemnities under the foregoing
indemnification shall likewise be without regard to fault on Tenant's part with respect to the violation of any
Environmental Law which results in liability to the indemnitee. Tenant's obligations and liabilities pursuant to
this Section 10.01 shall survive the expiration or earlier termination of this Lease.
(B) Landlord agrees to protect, indemnify, hold harmless and defend Tenant from and against any and all loss, cost,
damage, liability or expense, including reasonable attorneys' fees, with respect to any claim of damage or injury to
persons or property at the Premises, caused by the gross negligence of Landlord or its authorized agents or employees.
(C) Notwithstanding anything to the contrary contained herein, nothing shall be interpreted or used to in any way
affect, limit, reduce or abrogate any insurance coverage provided by any insurers to either Tenant or Landlord.
(D) Notwithstanding anything to the contrary contained in this Lease, nothing herein shall be construed to infer or
imply that Tenant is a partner, joint venture, agent, employee, or otherwise noting by or at the direction of Landlord.
10.02 Property Insurance.
(A) At all times during the Lease Term, Tenant shall procure and maintain, at its sole expense, "all-risk" property
insurance, for damage or other loss caused by fire or other casualty or cause including, but not limited to, vandalism and
malicious mischief, theft, water damage of any type, including sprinkler leakage, bursting of pipes, explosion, in an
amount not less than one hundred percent (100%) of the replacement cost covering (a) all Alterations made by or for
Tenant in the Premises; and (b) Tenant's trade fixtures, equipment and other personal property from time to time situated
in the Premises. The proceeds of such insurance shall be used for the repair or replacement of the property so insured,
except that if not so applied or if this Lease is terminated following a casualty, the proceeds applicable to the leasehold
improvements shall be paid to Landlord and the proceeds applicable to Tenant's personal property shall be paid to
(B) At all times during the Lease Term, Tenant shall procure and maintain business interruption insurance in such
amount as will reimburse Tenant for direct or indirect loss of earnings attributable to all perils insured against in
(C) Landlord shall, at all times during the Lease Term, procure and maintain "all-risk" property insurance in the
amount not less than ninety percent (90%) of the insurable replacement cost covering the Building in which the
Premises are located and such other insurance as may be required by a Mortgagee or otherwise desired by Landlord.
10.03 Liability Insurance.
(A) At all times during the Lease Term, Tenant shall procure and maintain, at its sole expense, commercial general
liability insurance applying to the use and occupancy of the Premises and the business operated by Tenant. Such
insurance shall have a minimum combined single limit of liability of at least One Million Dollars ($1,000,000) per
occurrence and a general aggregate limit of at least One Million Dollars ($1,000,000). All such policies shall be written to
apply to all bodily injury, property damage, personal injury losses and shall be endorsed to include Landlord and its
agents, beneficiaries, partners, employees, and any deed of trust holder or mortgagee of Landlord or any ground lessor
as additional insureds. Such liability insurance shall be written as primary policies, not excess or contributing with or
secondary to any other insurance as may be available to the additional insureds.
(B) Prior to the sale, storage, use or giving away of alcoholic beverages on or from the Premises by Tenant or
another person, Tenant, at its own expense, shall obtain a policy or policies of insurance issued by a responsible
insurance company and in a form acceptable to Landlord saving harmless and protecting Landlord and the Premises
against any and all damages, claims, liens, judgments, expenses and costs, including actual attorneys' fess, arising under
any present or future law, statute, or ordinance of the State of California or other governmental authority having
jurisdiction of the Premises, by reason of any storage, sale, use or giving away of alcoholic beverages on or from the
Premises. Such policy or policies of insurance shall have a minimum combined single limit of One Million ($1,000,000) per
occurrence and shall apply to bodily injury, fatal or nonfatal; injury to means of support; and injury to property of any
person. Such policy or policies of insurance shall name Landlord and its agents, beneficiaries, partners, employees and
any mortgagee of Landlord or any ground lessor of Landlord as additional insureds.
(C) Landlord shall, at all times during the Lease Term, procure and maintain commercial general liability insurance
for the Building in which the Premises are located. Such insurance shall have minimum combined single limit of liability
of at least Two Million Dollars ($2,000,000) per occurrence, and a general aggregate limit of at least Two Million Dollars
10.04 Workers' Compensation Insurance. At all times during the Lease Term, Tenant shall procure and maintain
Workers' Compensation Insurance in accordance with the laws of the State of California, and Employer's Liability Insurance
with a limit not less than One Million Dollars ($1,000,000) Bodily Injury Each Accident; One Million Dollars ($1,000,000) Bodily
Injury By Disease—Each Person; and One Million Dollars ($1,000,000) Bodily Injury to Disease—Policy Limit.
10.05 Policy Requirements. All insurance required to be maintained by Tenant shall be issued by insurance companies
authorized to do insurance business in the State of California and rated not less than A-VIII in Best's Insurance Guide. A
certificate of insurance (or, at Landlord's option, copies of the applicable policies) evidencing the insurance required under this
Article X shall be delivered to Landlord not less than thirty (30) days prior to the Commencement Date. No such policy shall be
subject to cancellation or modification without thirty (30) days prior written notice to Landlord and to any deed of trust holder,
mortgagee, or ground lessor designated by Landlord to Tenant. Tenant shall furnish Landlord with a replacement certificate
with respect to any insurance not less than thirty (30) days prior to the expiration of the current policy. Tenant shall have the
right to provide the insurance required by this Article X pursuant to blanket policies, but only if such blanket policies expressly
provide coverage to the Premises and Landlord as required by this Lease.
10.06 Waiver of Subrogation. Each party hereby waives any right of recovery against the other for injury or loss due
to hazards covered by insurance or required to be covered, to the extent of the injury or loss covered thereby. Any policy of
insurance to be provided by Tenant or Landlord pursuant to this Article X shall contain a clause denying the applicable insurer
any right of subrogation against the other party.
10.07 Failure to Insure. If Tenant fails to maintain any insurance which Tenant is required to maintain pursuant to this
Article X, Tenant shall be liable to Landlord for any loss or cost resulting from such failure to maintain. Tenant may not self-
insure against any risks required to be covered by insurance without Landlord's prior written consent.
ARTICLE XI—DAMAGE OR DESTRUCTION
11.01 Total Destruction. Except as provided in Section 11.03 below, this Lease shall automatically terminate if the
Building is totally destroyed.
11.02 Partial Destruction of Premises. If the Premises are damaged by any casualty and, in Landlord's opinion, the
Premises (exclusive of any Alterations made to the Premises by Tenant) can be restored to its pre-existing condition within two
hundred seventy (270) days after the date of the damage or destruction, Landlord shall, upon written notice from Tenant to
Landlord of such damage, except as provided in Section 11.03, promptly and with due diligence repair any damage to the
Premises (exclusive of any Alterations to the Premises made by Tenant, which shall be promptly repaired by Tenant at its sole
expense) and, until such repairs are completed, the Rent shall be abated from the date of damage or destruction in the same
proportion that the rentable area of the portion of the Premises which is unusable by Tenant in the conduct of its business
hours to the total rentable area of the Premises. If such repairs cannot, in Landlord's opinion, be made within said two hundred
seventy (270) day period, then Landlord may, at its option, exercisable by written notice given to Tenant within thirty (30) days
after the date of the damage or destruction, elect to make the repairs within a reasonable time after the damage or destruction, in
which event this Lease shall remain in full force and effect but the Rent shall be abated as provided in the preceding sentence; if
Landlord does not so elect to make the repairs, then either Landlord or Tenant shall have the right, by written notice given to
the other within sixty (60) days after the date of the damage or destruction, to terminate this Lease as of the date of the damage
11.03 Exceptions to Landlord's Obligations. Notwithstanding anything to the contrary contained in this Article XI,
Landlord shall have no obligation to repair the Premises if either: (a) the Building in
which the Premises are located is so damaged as to require repairs to the Building exceeding twenty percent (20%) of the full
insurable value of the Building; or (b) Landlord elects to demolish the Building in which the Premises are located; or (c) the
damage or destruction occurs less than two (2) years prior to the Termination Date, exclusive of option periods; or (d) the
damage or destruction is caused by an uninsured event. Further, Tenant's Rent shall not be abated if either (i) the damage or
destruction is repaired within five (5) business days after Landlord receives written notice from Tenant of the casualty, or
(ii) Tenant, or any officers, partners, employees, agents or invitees of Tenant, or any assignee or subtenant of Tenant, is, in
whole or in part, responsible for the damage or destruction.
11.04 Waiver. The provisions contained in this Lease shall supersede any contrary laws (whether statutory, common
law or otherwise) now or hereafter in effect relating to damage, destruction, self-help or termination, including California Civil
Code Sections 1932 and 1933.
12.01 Taking. If the entire Premises or so much of the Premises as to render the balance unusable by Tenant shall be
taken by condemnation, sale in lieu of condemnation or in any other manner for any public or quasi-public purpose (collectively
"Condemnation"), and if Landlord, at its option, is unable or unwilling to provide substitute premises containing at least as
much rentable area as described in Section 1.02 above, then this Lease shall terminate on the date that title or possession to the
Premises is taken by the condemning authority, whichever is earlier.
12.02 Award. In the event of any Condemnation, the entire award for such taking shall belong to Landlord. Tenant
shall have no claim against Landlord or the award for the value of any unexpired term of this Lease or otherwise. Tenant shall be
entitled to independently pursue a separate award in a separate proceeding for Tenant's relocation costs directly associated
with the taking, provided such separate award does not diminish Landlord's award.
12.03 Temporary Taking. No temporary taking of the Premises shall terminate this Lease or entitle Tenant to any
abatement of the Rent payable to Landlord under this Lease; provided, further, that any award for such temporary taking shall
belong to Tenant in the extent that the award applies to any time period during the Lease Term and to Landlord to the extent
that the award applies to any time period outside the Lease Term.
13.01 Relocation. Landlord shall have the right at its option upon not less than thirty (30) days prior written notice to
Tenant, to relocate Tenant and to substitute for the Premises described above other space in the Building containing at least as
much rentable area as the Premises described in Section 1.02 above with equal or better tenant improvement than the current
premises. If Tenant is already in occupancy of the Premises, then Landlord shall approve in advance the relocation expenses for
purposes of reimbursement for Tenant's reasonable moving and telephone relocation expenses and for reasonable quantities of
new stationery upon submission to Landlord of receipts for such expenditures incurred by Tenant.
ARTICLE XIV—ASSIGNMENT AND SUBLETTING
14.01 Restriction. Without the prior written consent of Landlord, which shall not be unreasonably withheld, Tenant
shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or
sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's
employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"). For
purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership, the withdrawal or change, voluntary,
involuntary or by operation of law, of a majority of the partners, or a
transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, (b) if Tenant is
a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a
limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within
a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other
than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an
aggregate of 50% of Tenant's net assets, and (c) any change by Tenant in the form of its legal organization under applicable
state law (such as, For example, a change from a general partnership to a limited partnership or from a corporation to a limited
liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's
option, shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary,
Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior
written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is
not in default under any other lease for space in a property that is managed by Landlord or its managing agent. For purposes of
this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common
control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any
subsidiary that Tenant controls. The term "control," as used herein, shall mean the power to direct or cause the direction of the
management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting
securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant expressly
covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or
utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in
part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an
amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license,
concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the
possession, use, occupancy or utilization of any part of the Premises.
14.02 Notice to Landlord. If Tenant desires to assign this Lease or any interest herein, or to sublet all or any part of
the Premises, then at least thirty (30) days but not more than one hundred eighty (180) days prior to the effective date of the
proposed assignment or subletting, Tenant shall submit to Landlord in connection with Tenant's request for Landlord's
(A) A statement containing (i) the name and address of the proposed assignee or subtenant; (ii) such financial
information with respect to the proposed assignee or subtenant as Landlord shall reasonably require; (iii) the type of
use proposed for the Premises; and (iv) all of the principal terms of the proposed assignment or subletting; and
(B) Four (4) originals of the assignment or sublease on a form approved by Landlord and four (4) originals of the
Landlord's Consent to Sublease or Assignment and Assumption of Lease and Consent.
14.03 Landlord's Recapture Rights. At any time within twenty (20) business days after Landlord's receipt of all (but
not less than all) of the information and documents described in Section 14.02 above, Landlord may, at its option by written
notice to Tenant, elect to; (a) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same
terms as those offered to the proposed subtenant; (b) take an assignment of the Lease upon the same terms as those offered to
the proposed assignee; or (c) terminate the Lease in its entirety or as to the portion of the Premises proposed to be assigned or
sublet, with a proportionate adjustment in the Rent payable hereunder if the Lease is terminated as to less than all of the
Premises. If Landlord does not exercise any of the options
described in the preceding sentence, then, during the above-described twenty (20) business day period, Landlord shall either
consent or deny its consent to the proposed assignment or subletting.
14.04 Landlord's Consent; Standards. Landlord's consent to a proposed assignment or subletting shall not be
unreasonably withheld; but, in addition to any other grounds for denial, Landlord's consent shall be deemed reasonably
withheld if, in Landlord's good faith judgment; (i) the proposed assignee or subtenant does not have the financial strength to
perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or
subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building;
(iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease;
(iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under
common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to
lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the
Building by the proposed assignee or subtenant would, in Landlord's reasonable judgment, impact the Building in a negative
manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any
alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means
of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality
thereof) or (ix) Tenant has failed to sure a default at the time Tenant requests consent for the proposed Transfer.
14.05 Additional Rent. If Landlord consents to any such assignment or subletting, one half ( 1 / 2 ) of the amount by
which all sums or other economic consideration received by Tenant in connection with such assignment or subletting, whether
denominated as rental or otherwise, exceeds, in the aggregate, the total sums which Tenant is obligated to pay Landlord under
this Lease (prorated to reflect obligations allocable to less than all of the Premises under a sublease) shall be paid in Landlord
promptly after receipt as additional Rent under the Lease without affecting or reducing any other obligation of Tenant
14.06 Landlord's Costs. If Tenant shall Transfer this Lease or all or any part of the Premises or shall request the
consent of Landlord to any Transfer, Tenant shall pay to Landlord as additional rent Landlord's costs related thereto, including
Landlord's reasonable attorney's fees and a minimum fee to Landlord of Five Hundred Dollars ($500.00).
14.07 Continuing Liability of Tenant. Notwithstanding any Transfer, including an assignment or sublease to an
Affiliate, Tenant shall remain as fully and primarily liable for the payment of Rent and for the performance of all other obligations
of Tenant contained in this Lease to the same extent as if the Transfer had not occurred; provided, however, that any act or
omission of any transferee, other than Landlord, that violates the terms of this Lease shall be deemed a violation of this Lease
14.08 Non-Waiver. The consent by Landlord to any Transfer shall not relieve Tenant, or any person claiming through
or by Tenant, of the obligation to obtain the consent of Landlord, pursuant to this Article XIV, to any further Transfer. In the
event of an assignment or subletting, Landlord may collect rent from the assignee or the subtenant without waiving any rights
hereunder and collection of the rent from a person other than Tenant shall not be deemed a waiver of any of Landlord's rights
under this Article XIV, an acceptance of assignee or subtenant as Tenant, or a release of Tenant from the performance of
Tenant's obligations under this Lease. If Tenant shall default under this Lease and fail to cure within the time permitted,
Landlord is irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any transferee to make all payments under
or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this
Lease) until such default is cured.
ARTICLE XV—DEFAULT AND REMEDIES
15.01 Events of Default By Tenant. The occurrence of any of the following shall constitute a material default and
breach of this Lease by Tenant:
(A) The failure by Tenant to pay Base Rent or make any other payment required to be made by Tenant hereunder
as and when due.
(B) The abandonment of the Premises by Tenant or the vacation of the Premises by Tenant for fourteen
(14) consecutive days (with or without the payment of Rent).
(C) The making by Tenant of any assignment of this Lease or any sublease of all or part of the Premises, except as
expressly permitted under Article XIV of this Lease.
(D) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by
Tenant, other than those described in Sections 15.01(A), 15.01(B) or 15.01 (C) above, if such failure continues for fifteen
(15) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default is such
that it cannot be cured within the fifteen (15) day period, no default shall exist if Tenant commences the curing of the
default within the fifteen (15) day period and thereafter diligently prosecutes the same to completion. The fifteen
(15) day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the
California Civil Code of Procedure or any other law now or hereafter in effect requiring that notice of default be given
prior to the commencement of an unlawful detainer or other legal proceeding.
(E) The making by Tenant or its Guarantor of any general assignment for the benefit of creditors, the filing by or
against Tenant or its Guarantor of a petition under any federal or state bankruptcy or insolvency laws (unless, in the
case of a petition filed against Tenant or its Guarantor the same is dismissed within thirty (30) days after filing); the
appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's
interest in this Lease or the Premises, when possession is not restored to Tenant within thirty (30) days; or the
attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest
in this Lease or the Premises, if such seizure is not discharged within thirty (30) days.
(F) Any material misrepresentations herein, or material misrepresentation or omission in any financial statements or
other materials provided by Tenant or any Guarantor in connection with negotiating or entering into this Lease or in
connection with any Transfer under Section 14.01.
15.02 Landlord's Rights to Terminate Upon Tenant Default . In the event of any default by Tenant as provided in
Section 15.01 above, Landlord shall have the right to terminate this Lease and recover possession of the Premises by giving
written notice to Tenant of Landlord's election to terminate this Lease, in which event Landlord shall be entitled to receive from
(A) The worth at the time of award of any unpaid Rent which had been earned at the time of such termination; plus
(B) The worth at the time of award of the amount by which the unpaid Rent which would have been earned after
termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably
(C) The worth at the time of award of the amount by which the unpaid Rent for the balance of the term after the time
of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus
(D) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's
failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result
(E) At Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from
time to time by applicable law.
As used in subparagraphs (A) and (B) above, "worth at the time of award" shall be computed by allowing interest on such
amounts at the then highest lawful rate of interest, but in no event to exceed one percent (1%) per annum plus the rate
established by the Federal Reserve Bank of San Francisco on advances made to member banks under Sections of the Federal
Reserve Act ("discount rate") prevailing at the time of the award. As used in paragraph (C) above, "worth at the time of award"
shall be computed by discounting such amount by (i) the discount rate of the Federal Reserve Bank of San Francisco prevailing
at the time of award plus (ii) one percent (1%).
15.03 Mitigation of Damages. If Landlord terminates this Lease or Tenant's right to possession of the Premises,
Landlord shall have no obligation to mitigate Landlord's damages except to the extent required by applicable law. If Landlord
has not terminated this Lease or Tenant's right to possession of the Premises, Landlord shall have no obligation to mitigate
under any circumstances and may permit the Premises to remain vacant or abandoned. If Landlord is required to mitigate
damages as provided herein: (i) Landlord shall be required only to use reasonable efforts to mitigate, which shall not exceed
such efforts as Landlord generally uses to lease other space in the Building, (ii) Landlord will not be deemed to have failed to
mitigate if Landlord or its affiliates lease any other portions of the Building or other projects owned by Landlord or its affiliates
in the same geographic area, before reletting all or any portion of the Premises, and (iii) any failure to mitigate as described
herein with respect to any period of time shall only reduce the Rent and other amounts to which Landlord is entitled hereunder
by the reasonable rental value of the Premises during such period. In recognition that the value of the Building depends on the
rental rates and terms of leases therein, Landlord's rejection of a prospective replacement tenant based on an offer of rentals
below Landlord's published rates for new leases of comparable space at the Building at the time in question, or at Landlord's
option, below the rates provided in this Lease, or containing terms less favorable than those contained herein, shall not give
rise to a claim by Tenant that Landlord failed to mitigate Landlord's damages.
15.04 Landlord's Right To Continue Lease Upon Tenant Default. In the event of a default of this Lease and
abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Section 15.02 above,
Landlord may from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease. Without
limiting the foregoing, Landlord has the remedy described in California Civil Code Section 1951.4 (Landlord may continue this
Lease in effect after Tenant's default and abandonment and recover Rent as it becomes due, if Tenant has the right to Transfer,
subject to reasonable limitations). In the event Landlord re-lets the Premises, to the fullest extent permitted by law, the proceeds
of any reletting shall be applied first to pay to Landlord all costs and expenses of such reletting (including without limitation,
costs and expenses of retaking or repossessing the Premises, removing persons and property therefrom, securing new tenants,
including expense for redecoration, alterations and other costs in connection with preparing the Premises for the new tenant,
and if Landlord shall maintain and operate the Premises, the costs thereof) and receivers' fees incurred in connection with the
appointment of and performance by a receiver to protect the Premises and Landlord's interest under this Lease and any
necessary or reasonable alterations; second, to the payment of any indebtedness of Tenant to Landlord other than Rent due
and unpaid hereunder; third, to the payment of Rent due and unpaid hereunder; and the residue, if any, shall be held by
Landlord and applied in payment of other or future obligations of Tenant to Landlord as the same may become due and payable,
and Tenant shall not be entitled to receive any portion of such revenue.
15.05 Right of Landlord to Perform. All covenants and agreements to be performed by Tenant under this Lease shall
be performed by Tenant at Tenant's sole cost and expense. If Tenant shall fail to pay any sum of money, other than Rent,
required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, Landlord may, but
shall not be obligated to, make any payment or perform any such other act on Tenant's part to be made or performed, without
waiving or releasing Tenant of its obligations under this Lease. Any sums so paid by Landlord and all necessary incidental
costs, together with interest thereon at the lesser of the maximum rate permitted by law if any or twelve percent (12%) per annum
from the date of such payment, shall be payable to Landlord as additional rent on demand and Landlord shall have the same
rights and remedies in the event of nonpayment as in the case of default by Tenant in the payment of Rent.
15.06 Default Under Other Leases. If the term of any lease, other than this Lease, heretofore or hereafter made by
Tenant for any office space in the Building shall be terminated or terminable after the making of this Lease because of any
default by Tenant under such other lease, such fact shall empower Landlord, at Landlord's sole option, to terminate this Lease
by notice to Tenant or to exercise any of the rights or remedies set forth in Section 15.02.
15.07 Non-Waiver. Nothing in this Article shall be deemed to affect Landlord's rights to indemnification for liability or
liabilities arising prior to termination of this Lease or Tenant's right to possession of the Premises for personal injury or property
damages under the indemnification clause or clauses contained in this Lease. No acceptance by Landlord of a lesser sum than
the Rent then due shall be deemed to be other than on account of the earliest installment of such rent due, nor shall any
endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of
such installment or pursue any other remedy in the Lease provided. The delivery of keys to any employee of Landlord or to
Landlord's agent or any employee thereof shall not operate as a termination of this Lease or a surrender of the Premises.
15.08 Cumulative Remedies. The specific remedies to which Landlord may resort under the terms of the Lease are
cumulative and are not intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitled in
case of any breach or threatened breach by Tenant of any provisions of the Lease. In addition to the other remedies provided in
the Lease, Landlord shall be entitled to a restraint by injunction of the violation or attempted or threatened violation of any of
the covenants, conditions or provisions of the Lease or to a decree compelling specific performance of any such covenants,
conditions or provisions.
15.09 Default by Landlord. Landlord's failure to perform or observe any of its obligations under this Lease shall
constitute a default by Landlord under this Lease only if such failure shall continue for a period of thirty (30) days (or the
additional time, if any, that is reasonably necessary to promptly and diligently cure the failure) after Landlord receives written
notice from Tenant specifying the default. The notice shall give in reasonable detail the nature and extent of the failure and shall
identify the Lease provision(s) containing the obligations(s). If Landlord shall default in the performance of any of its
obligations under this Lease (after notice and opportunity to cure as provided herein), Tenant may pursue any remedies
available to it under the law and this Lease, except that, in no event, shall Landlord be liable for punitive damages, lost profits,
business interruption, speculative, consequential or other such damages. In recognition that Landlord must receive timely
payments of Rent and operate the Building, Tenant shall have no right of self-help to perform repairs or any other obligation of
Landlord, and shall have no right to withhold, set-off, or abate Rent.
ARTICLE XVI—ATTORNEYS' FEES; COSTS OF SUIT
16.01 Attorneys Fees. If either Landlord or Tenant shall commence any action or other proceeding against the other
arising out of, or relating to, this Lease or the Premises, the prevailing party shall be entitled to recover from the losing party, in
addition to any other relief, its actual attorneys' fees irrespective of whether or not the action or other proceeding is prosecuted
to judgment and irrespective of any court schedule of reasonable attorneys' fees. In addition, Tenant shall reimburse Landlord,
upon demand, for all reasonable attorneys' fees incurred in collecting Rent, resolving any actual default by Tenant, securing
indemnification as provided in Article X and paragraphs, 16.02, 23.01 and 25.01 herein or otherwise seeking enforcement against
Tenant, its sublessees and assigns, of Tenant's obligations under this Lease.
16.02 Indemnification. Should Landlord be made a party to any litigation instituted by Tenant against a party other
than Landlord, or by a third party against Tenant, Tenant shall indemnify, hold harmless and defend Landlord from any and all
loss, cost, liability, damage or expense incurred by Landlord, including attorneys' fees, in connection with the litigation.
ARTICLE XVII—SUBORDINATION AND ATTORNMENT
17.01 Subordination. This Lease, and the rights of Tenant hereunder, are and shall be subject and subordinate to the
interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future
mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such
mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases,
master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or
any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter
referred to as a "Mortgagee") shall have the right to elect, by written notice given to Tenant, to have this Lease made superior
in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such
ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand,
Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to
effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such
Mortgagee (hereafter, for the purposes of this Section 17.01, a "Successor Landlord") shall (i) not be liable for any act or
omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord's succession to Landlord's
interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against
Landlord or its predecessors, if any, prior to the date of such Successor Landlord's succession to Landlord's interest under this
Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been
deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a
reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of
such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current
month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the
same made without Successor Landlord's prior written consent; (vii) not be bound by any obligation to make any payment to
Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord's interest and (viii) not
be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any
obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor
Landlord other than its interest in the Premises and improvements.
17.02 Attornment. If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other
purchaser or person taking title to the Building by reason of the
termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such
Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining
and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the
same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as
Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative
without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the
Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the
attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in
default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance
Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary
form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is
unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall have no further obligation to Tenant
with respect thereto.
17.03 Mortgagee Protection. Tenant agrees to give any Mortgagee, by registered or certified mail, a copy of any
notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has been notified in writing (by
way of service on Tenant of a copy of Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee
(hereafter the "Notified Party"). Tenant further agrees that if Landlord shall have failed to cure such default within twenty
(20) days after such notice to Landlord (or if such default cannot be cured or corrected within that time, then such additional
time as may be necessary if Landlord has commenced within such twenty (20) days and is diligently pursuing the remedies or
steps necessary to cure or correct such default), then the Notified Party shall have an additional thirty (30) days within which to
cure or correct such default (or if such default cannot be cured or corrected within that time, then such additional time as may be
necessary if the Notified Party has commenced within such thirty (30) days and is diligently pursuing the remedies or steps
necessary to cure or correct such default). Until the time allowed, as aforesaid, for the Notified Party to cure such default has
expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of Landlord's default.
ARTICLE XVIII—QUIET ENJOYMENT
18.01 Provided that Tenant performs all of its obligations hereunder, Tenant shall have and peaceably enjoy the Premises
during the Lease Term free of claims by or through Landlord, subject to all of the terms and conditions contained in this Lease.
ARTICLE XIX—RULES AND REGULATIONS
19.01 The Rules and Regulations attached hereto as Exhibit C are hereby incorporated by reference herein and made a part
hereof. Tenant shall abide by, and faithfully observe and comply with the Rules and Regulations and any reasonable and non-
discriminatory amendments, modifications and/or additions thereto as may hereafter be adopted and published by written
notice to tenants by Landlord for the safety, care, security, good order and/or cleanliness of the Premises and/or the Building.
Landlord shall not be liable to Tenant for any violation of such rules and regulations by any other tenant or occupant of the
ARTICLE XX—ESTOPPEL CERTIFICATES
20.01 Tenant agrees at any time and from time to time upon not less than ten (10) days' prior written notice from Landlord to
execute, acknowledge and deliver to Landlord a statement in writing addressed and certifying to Landlord, to any current or
prospective Mortgagee or any assignee thereof,
to any prospective purchaser of the land, improvements or both comprising the Building, and to any other party designated by
Landlord, that this Lease is unmodified and in full force and effect (of if there have been modifications, that the same is in full
force and effect as modified and stating the modifications); that Tenant has accepted possession of the Premises, which are
acceptable in all respects, and that any improvements required by the terms of this Lease to be made by Landlord have been
completed to the satisfaction of Tenant; that Tenant is in full occupancy of the Premises; that no rent has been paid more than
thirty (30) days in advance; that the first month's Base Rent has been paid; that Tenant is entitled to no free rent or other
concessions except as stated in this Lease; that Tenant has not been notified of any previous assignment of Landlord's or any
predecessor landlord's interest under this Lease; the dates to which Base Rent, additional rental and other charges have been
paid; that Tenant, as of the date of such certificate, has no charge, lien or claim of setoff under this Lease or otherwise against
Base Rent, additional rental or other charges due or to become due under this Lease; that Landlord is not in default in
performance of any covenant, agreement or condition contained in this Lease; or any other matter rotating to this Lease or the
Premises or, if so, specifying each such default. If there is a Guaranty under this Lease, said Guarantor shall confirm the validity
of the Guaranty by joining in the execution of the Estoppel Certificate or other documents so requested by Landlord or
Mortgagee. In addition, in the event that such certificate is being given to any Mortgagee, such statement may contain any
other provisions customarily required by such Mortgagee including, without limitation, an agreement on the part of Tenant to
furnish to such Mortgagee, written notice of any Landlord default and a reasonable opportunity for such Mortgagee to cure
such default prior to Tenant being able to terminate this Lease. Any such statement delivered pursuant to this Section may be
relied upon by Landlord or any Mortgagee, or prospective purchaser to whom it is addressed and such statement, if required by
its addressee, may so specifically state. If Tenant does not execute, acknowledge and deliver to Landlord the statement as and
when required herein, Landlord is hereby granted an irrevocable power-of-attorney, coupled with an interest, to execute such
statement on Tenant's behalf, which statement shall be binding on Tenant to the same extent as if executed by Tenant.
ARTICLE XXI—ENTRY BY LANDLORD
21.01 Landlord may enter the Premises at all reasonable times to: inspect the same; exhibit the same to prospective
purchasers, Mortgagees or tenants; determine whether Tenant is complying with all of its obligations under this Lease; supply
janitorial and other services to be provided by Landlord to Tenant under this Lease; post notices of non-responsibility; and
make repairs or improvements in or to the Building or the Premises; provided, however, that all such work shall be done as
promptly as reasonably possible and so as to cause as little interference to Tenant as reasonably possible. Tenant hereby
waives any claim for damages for any injury or inconvenience to, or interference with, Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises or any other loss occasioned by such entry. Landlord shall at all times have and
retain a key with which to unlock all of the doors in, on or about the Premises (excluding Tenant's vaults, safes and similar areas
designated by Tenant in writing in advance), and Landlord shall have the right to use any and all means by which Landlord may
deem proper to open such doors to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any
such means, or otherwise, shall not under any circumstances be deemed or construed to be a forcible or unlawful entry into or a
detainer of the Premises or an eviction, actual or constructive, of Tenant from any part of the Premises. Such entry by Landlord
shall not act as a termination of Tenant's duties under this Lease. If Landlord shall be required to obtain entry by means other
than a key provided by Tenant, the cost of such entry shall by payable by Tenant to Landlord as additional rent.
LANDLORD'S LEASE UNDERTAKINGS—EXCULPATION FROM PERSONAL LIABILITY;
TRANSFER OF LANDLORD'S INTEREST
22.01 Landlord's Lease Undertakings. Notwithstanding anything to the contrary contained in this Lease or in any
exhibits, Riders or addenda hereto attached (collectively the "Lease Documents"), it is expressly understood and agreed by and
between the parties hereto that: (s) the recourse of Tenant or its successors or assigns against Landlord with respect to the
alleged breach by or on the part of Landlord of any representation, warranty, covenant, undertaking or agreement contained in
any of the Lease Documents or otherwise arising out of Tenant's use of the Premises or the Building (collectively, "Landlord's
Lease Undertakings") shall extend only to Landlord's interest in the real estate of which the Premises demised under the Lease
Documents are a part ("Landlord's Real Estate") and not to any other assets of Landlord or its officers, directors or
shareholders; and (b) except to the extent of Landlord's interest in Landlord's Real Estate, no personal liability or personal
responsibility of any sort with respect to any of Landlord's Lease Undertakings or any alleged breach thereof is assumed by, or
shall at any time be asserted or enforceable against, Landlord, , or against any of their respective directors,
officers, employees, agents, constituent partners, beneficiaries, trustees or representatives.
22.02 Transfer of Landlord's Interest. In the event of any transfer of Landlord's interest in the Building, Landlord shall
be automatically freed and relieved from all applicable liability with respect to performance of any covenant or obligation on the
part of Landlord, provided any deposits or advance rents held by Landlord are turned over to the grantee and said grantee
expressly assumes, subject to the limitations of this Section 22, all the terms, covenants and conditions of this Lease to be
performed on the part of Landlord, it being intended hereby that the covenants and obligations contained in this Lease on the
part of Landlord shall, subject to all the provisions of this Section 22, be binding on Landlord, its successors and assigns, only
during their respective periods of ownership.
ARTICLE XXIII—HOLDOVER TENANCY
23.01 If Tenant holds possession of the Premises after the expiration or termination of the Lease Term, by lapse of time or
otherwise, Tenant shall become a tenant at sufferance upon all of the terms contained herein, except as to Lease Term and Rent.
During such holdover period, Tenant shall pay to Landlord a monthly rental equivalent to one hundred fifty percent (150%) of
the Rent Payable by Tenant to Landlord with respect to the last month of the Lease Term. The monthly rent payable for such
holdover period shall in no event be construed as a penalty or as liquidated damages for such retention of possession. Without
limiting the foregoing, Tenant hereby agrees to indemnify, defend and hold harmless Landlord, its beneficiary, and their
respective agents, contractors and employees, from and against any and all claims, liabilities, actions, losses, damages
(including without limitation, direct, indirect, incidental and consequential) and expenses (including, without limitation, court
costs and reasonable attorneys' fees) asserted against or sustained by any such party and arising from or by reason of such
retention of possession, which obligations shall survive the expiration or termination of the Lease Term.
24.01 All notices which Landlord or Tenant may be required, or may desire, to serve on the other may be served, as an
alternative to personal service, by mailing the same by registered or certified mail, postage prepaid, addressed to Landlord at the
address for Landlord set forth in Section 1.12 above and to Tenant at the address for Tenant set forth in Section 1.13 above, or,
from and after the Commencement Date, to Tenant at the Premises whether or not Tenant has departed from, abandoned or
vacated the Premises, or addressed to such other address or addresses as either Landlord or Tenant
may from time to time designate to the other in writing. Any notice shall be deemed to have been served at the time the same
25.01 The parties recognize as the broker(s) who procured this Lease the firm(s) specified in Section 1.14 and agree that
Landlord shall be solely responsible for the payment of any brokerage commissions to said broker(s), and that Tenant shall
have no responsibility therefor unless written provision to the contrary has been made a part of this Lease. If Tenant has dealt
with any other person or real estate broker in respect to leasing, subleasing or renting space in the Building, Tenant shall be
solely responsible for the payment of any fee due said person or firm and Tenant shall protect, indemnify, hold harmless and
defend Landlord from any liability in respect thereto.
ARTICLE XXVI—ELECTRONIC SERVICES
26.01 Tenant's Lines. Tenant may, in a manner consistent with the provisions and requirements of this Lease, install,
maintain, replace, remove or use any communications or computer or other electronic service wires, cables and related devices
(collectively the "Lines") at the Building in or serving the Premises, provided: (a) Tenant shall obtain Landlord's prior written
consent, which consent may be conditioned as required by Landlord, (b) if Tenant at any time uses any equipment that may
create an electromagnetic field exceeding the normal insulation ratings of ordinary twisted pair riser cable or cause radiation
higher than normal background radiation, the Lines therefor (including riser cables) shall be appropriately insulated to prevent
such excessive electromagnetic fields or radiation, and (c) Tenant shall pay all costs in connection therewith. Landlord reserves
the right to require that Tenant remove any Lines which are installed in violation of these provisions. Tenant shall not, without
the prior written consent of Landlord in each instance, grant to any third party a security interest or lien in or on the Lines, and
any such security interest or lien granted without Landlord's written consent shall be null and void.
26.02 Definition of Electronic Services. As used herein "Electronic Services Provider" means a business which
provides telephone, telegraph, telex, video, other telecommunications or other services which permit Tenant to receive or
transmit information by the use of electronics and which require the use of wires, cables, antennas or similar devices in or on the
Building. The services of Electronic Services Providers are sometimes referred to herein as "Electronic Services."
26.03 No Right to Specific Services. Landlord shall have no obligation (i) to install any Electronic Services equipment
or facilities, (ii) to make available to Tenant the services of any particular Electronic Services Provider, (iii) to allow any particular
Electronic Services Provider access to the Building, (iv) to continue to grant access to an Electronic Services Provider once
such provider has been given access to the Building. Landlord may (but shall not have the obligation to): (x) install new Lines at
the property, (y) create additional space for Lines at the property, and (z) adopt reasonable and uniform rules and regulations
with respect to Lines.
26.04 Limitation of Landlord's Responsibility. Tenant acknowledges and agrees that all Electronic Services desired
by Tenant shall be ordered and utilized at the sole expense of Tenant. Unless Landlord otherwise requests or consents in
writing, all of Tenant's Electronic Services equipment shall be and remain solely in the Tenant's premises and the telephone
closet(s) on the floor(s) on which the Tenant's premises is located, in accordance with rules and regulations adopted by
Landlord from time to time. Unless otherwise specifically agreed to in writing, Landlord shall have no responsibility for the
maintenance of Tenant's Electronic Services equipment, including Lines; nor for any Lines or other infrastructure to which
Tenant's Electronic Services equipment may be connected. Tenant agrees that, to the extent any Electronic Services are
interrupted, curtailed or discontinued, Landlord shall have no obligation or liability with respect thereto and it shall be the sole
obligation of Tenant at its own
expense to obtain substitute service. Except to the extent arising from the intentional or grossly negligent acts of Landlord or
Landlord's agents or employees, Landlord shall have no liability for damages arising from, and Landlord does not warrant that
Tenant's use of any Lines will be free from the following (collectively called "Line Problems"): (x) any eavesdropping or wire-
tapping by unauthorized parties, (y) any failure of any Lines to satisfy Tenant's requirements, or (z) any shortages, failures,
variations, interruptions, disconnection's, loss or damage caused by the installation, maintenance, replacement, use of removal
of Lines by or for other tenants or occupants at the property. Under no circumstances shall any Line Problems be deemed an
actual or constructive eviction of Tenant, render Landlord liable to Tenant for abatement of Rent, or relieve Tenant from
performance of Tenant's obligations under this Lease. Landlord in no event shall be liable for damages by reason of loss of
profits, business interruption or other consequential damage arising from any Line Problems.
26.05 Necessary Service Interruptions. Landlord shall have the right, upon reasonable prior notice to Tenant, to
interrupt or turn off Electronic Services facilities in the event of emergency or as necessary in connection with maintenance,
repairs or construction at the Building or installation of Electronic Services equipment for other Tenants of the Building or on
account of violation by the Electronic Services Provider or owner of the Electronic Services equipment of any obligation to
Landlord or in the event that Tenant's use of the Electronic Services infrastructure of the Building materially interferes with the
Electronic Services of other tenants of the Building.
26.06 Removal of Equipment, Wiring and Other Facilities. Any and all Electronic Services equipment installed in the
Tenant's Premises or elsewhere in the Building by or on behalf of Tenant, including Lines, or other facilities for Electronic
Services reception or transmittal, shall be removed prior to the expiration or earlier termination of the Lease term, by Tenant at its
sole cost or, at Landlord's election, by Landlord at Tenant's sole cost, with the cost thereof to be paid as additional rent.
Landlord shall have the right, however, upon written notice to Tenant given no later than thirty (30) days prior to the expiration
or earlier termination of the Lease term (except that the notice period shall extend to thirty (30) days beyond the date of
termination of the Lease if it is terminated by either party due to a default by the other), to require Tenant to abandon and leave
in place, without additional payment to Tenant or credit against rent, any and all Electronic Services Lines and related
infrastructure, or selected components thereof, whether located in the Tenant's premises or elsewhere in the Building.
26.07 New Provider Installations. In the event that Tenant wishes at any time to utilize the services of an Electronic
Services Provider whose equipment is not then servicing the Building, no such Electronic Services Provider shall be permitted
to install its Lines or other equipment within the Building without first securing the prior written approval of the Landlord.
Landlord's approval shall not be deemed any kind of warranty or representation by Landlord, including, without limitation, any
warranty or representation as to the suitability, competence, or financial strength of the Electronic Services Provider. Without
limitation of the foregoing standard, unless all of the following conditions are satisfied to Landlord's satisfaction, it shall be
reasonable for Landlord to refuse to give its approval: (i) Landlord shall incur no current expense or risk or future expense
whatsoever with respect to any respect of the Electronic Services Provider's provision of its Electronic Services, including
without limitation, the costs of installation, materials and services; (ii) prior to commencement of any work in or about the
Building by the Electronic Services Provider, the Electronic Services Provider shall supply Landlord with such written
indemnities, insurance, financial statements, and such other items as Landlord reasonably determines to be necessary to protect
its financial interests and the interests of the Building relating to the proposed activities of the Electronic Services Provider;
(iii) the Electronic Services Provider agrees to abide by such rules and regulations, Building and other codes, job site rules and
such other requirements as are reasonably determined by Landlord to be necessary to protect the interests of the Building, the
Tenants in the Building and Landlord, in the same or similar manner as Landlord has the right to protect itself and the Building
with respect to proposed alterations as
described in Article IX of this Lease; (iv) Landlord reasonably determines that, considering other potential uses for space in the
Building, there is sufficient space in the Building for the placement of all of the provider's equipment, conduit, Lines and other
materials; (v) the Electronic Services Provider agrees to abide by Landlord's requirements, if any, that provider use existing
Building conduits and pipes or use Building contractors (or other contractors approved by Landlord); (vi) Landlord receives
from the Electronic Services Provider such compensation as is reasonably determined by Landlord to compensate it for space
used in the Building for the storage and maintenance of the Electronic Services Provider's equipment, for the fair market value of
a Electronic Services Provider's access to the Building, for the use of common or core space within the Building and the costs
which may reasonably be expected to be incurred by Landlord; (vii) the provider agrees to deliver to Landlord detailed "as
built" plans immediately after the installation of the provider's equipment is complete; and (viii) all of the foregoing matters are
documented in a written license agreement between Landlord and the provider, the form and content of which is reasonably
satisfactory to Landlord."
26.08 Limit of Default or Breach. Notwithstanding any provision of the proceeding paragraphs to the contrary, the
refusal of Landlord to grant its approval to any prospective Electronic Services Provider shall not be deemed a default or breach
by Landlord of its obligation under this Lease unless and until Landlord is adjudicated to have acted recklessly or maliciously
with respect to Tenant's request for approval, and in that event, Tenant shall still have no right to terminate the Lease or claim
an entitlement to rent abatement, but may as Tenant's sole and exclusive recourse seek a judicial order of specific performance
compelling Landlord to grant its approval as to the prospective provider in question. The provisions of this paragraph may be
enforced solely by Tenant and Landlord, are not for the benefit or any other party, and specifically but without limitation, no
telephone or other Electronic Services Provider shall be deemed a third party beneficiary of this Lease.
26.09 Installation and Use of Wireless Technologies. Tenant shall not utilize any wireless Electronic Services
equipment (other than usual and customary cellular telephones), including antennae and satellite receiver dishes, within the
Tenant's premises, within the Building or attached to the outside walls or roof of the Building, without Landlord's prior written
consent. Such consent may be conditioned in such a manner so as to protect Landlord's financial interests and the interests of
the Building, and the other tenants therein, in a manner similar to the arrangements described in the immediately proceeding
26.10 Limitation of Liability For Equipment Interference . In the event that Electronic Services equipment, Lines and
facilities or satellite and antennae equipment of any type installed by or at the request of Tenant within the Tenant's premises,
on the roof, or elsewhere within or on the Building causes interference to equipment used by another party, Tenant shall cease
using such equipment, Lines and facilities or satellite and antennae equipment until the source of the interference is identified
and eliminated and Tenant shall assume all liability related to such interference. Tennant shall cooperate with Landlord and
other parties, to eliminate such interference promptly. In the event that Tenant is unable to do so, Tenant will substitute
alternative equipment which remedies the situation. If such interference persists, Tenant shall, at Landlord's sole discretion,
remove such equipment.
27.01 During the term of this Lease, Tenant shall be entitled to rent the number of Tenant's Parking Stalls, if any, described
in Section 1.16 of this Lease in the parking facilities located within the Building; provided, however, that if Tenant does not rent
all of the Tenant's Parking Stalls allocated to Tenant pursuant to Section 1.16, any change in the number of parking stalls
actually rented by Tenant shall require not less than ten (10) days prior notice to Landlord. Such parking shall be on a non-
assigned basis, and shall be at such rates and upon such other terms and conditions as are published or posted from time to
time by Landlord (or, at Landlord's option, the operator or lessee of the parking facilities). Tenant's visitors shall have the right
to use the parking facilities, subject to availability and to the rates, rules and regulations governing visitor parking from time to
time adopted by Landlord (or, at Landlord's option, the operator or matter lessee of the parking facilities).
28.01 Entire Agreement. This Lease contains all of the agreements and understandings relating to the leasing of the
Premises and the obligations of Landlord and Tenant in connection with such leasing. Landlord has not made, and Tenant is
not relying upon, my warranties, or representations, promises or statements made by Landlord or any agent of Landlord, except
as expressly set forth herein. This Lease supersedes any and all prior agreements and understandings between Landlord and
Tenant and alone expresses the agreement of the parties.
28.02 Amendments. This Lease shall not be amended, changed or modified in any way unless in writing executed by
Landlord and Tenant. Landlord shall not have waived or released any of its rights hereunder unless in writing and executed by
28.03 Successors. Except as expressly provided herein, this Lease and the obligations of Landlord and Tenant
contained herein shall bind and benefit the successors and assigns of the parties hereto.
28.04 Force Majeure. Landlord shall incur no liability to Tenant with respect to, and shall not be responsible for any
failure to perform, and of Landlord's obligations hereunder if such failure is caused by any reason beyond the control of
Landlord including, but not limited to, strike, labor trouble, governmental rule, regulations, ordinance, statute or interpretation,
or by fire, earthquake, civil commotion, or failure or disruption of utility services. The amount of time for Landlord to perform
any of Landlord's obligations shall be extended by the amount of time Landlord is delayed in performing such obligation by
reason of any force majeure occurrence whether similar to or different from the foregoing types of occurrences.
28.05 Survival of Obligations. Any obligations of Tenant accruing prior to the expiration of the Lease shall survive the
expiration or earlier termination of the Lease, and Tenant shall promptly perform all such obligations whether or not this Lease
has expired or been terminated.
28.06 Light and Air. No diminution or shutting off of any light, air or view by any structure now or hereafter erected
shall in any manner affect this Lease or the obligations of Tenant hereunder, or increase any of the obligations of Landlord
28.07 Governing Law. This Lease shall be governed by, and construed in accordance with, the laws of the State of
28.08 Severability. In the event any provision of this Lease is found to be unenforceable, the remainder of this Lease
shall not be affected, and any provision found to be invalid shall be enforceable to the extent permitted by law. The parties
agree that in the event two different interpretations may be given to any provision hereunder, one of which will render the
provision unenforceable, and one of which will render the provision enforceable, the interpretation rendering the provision
enforceable shall be adopted.
28.09 Captions. All captions, headings, titles, numerical references and computer highlighting are for convenience only
and shall have no effect on the interpretation of this Lease.
28.10 Interpretation. Tenant acknowledges that it has read and reviewed this Lease and that it has had the
opportunity to confer with counsel in the negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor
against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms
and the intent of the parties.
28.11 Independent Covenants. Each covenant, agreement, obligation or other provision of this Lease to be performed
by Tenant are separate and independent covenants of Tenant, and not dependent on any other provision of the Lease.
28.12 Number and Gender. All terms and words used in this Lease, regardless of the number or gender in which they
are used, shall be deemed to include the appropriate number and gender, as the context may require.
28.13 Time is of the Essence. Time is of the essence of this Lease and the performance of all obligations hereunder.
28.14 Joint and Several Liability. If Tenant comprises more than one person or entity, or if this Lease is guaranteed by
any party, all such persons shall be jointly and severally liable for payment of rents and the performance of Tenant's obligations
hereunder. If Tenant comprises more than one person or entity and fewer than all of the persons or entities comprising Tenant
abandon the Premises, Landlord, at its sole option, may treat the abandonment by such person or entities as an event of default
and exercise with respect to such persons the rights and remedies provided in Article XV without affecting the right or
obligations of the persons or entities comprising Tenant which have not abandoned the property.
28.15 Exhibits. Exhibits A (Outline of Premises), B (Work Letter Agreement), C (Rules and Regulations), D (Guaranty)
and E (Suite Acceptance Letter) are incorporated into this Lease by reference and made a part hereof.
28.16 Offer to Lease. The submission of this Lease to Tenant or its broker or other agent, does not constitute an offer
to Tenant to lease the Premises. This Lease shall have no force and affect until (a) it is executed and delivered by Tenant to
Landlord and (b) it is fully reviewed and executed by Landlord; provided, however, that, upon execution of this Lease by
Tenant and delivery to Landlord, such execution and delivery by Tenant, shall, in consideration of the time and expense
incurred by Landlord in reviewing the Lease and Tenant's credit, constitute an offer by Tenant to lease the Premises upon the
terms and conditions set forth herein (which offer to Lease shall be irrevocable for twenty (20) business days following the date
28.17 No Counterclaim; Choice of Laws. It is mutually agreed that in the event Landlord commences any summary
proceeding for non-payment of Rent, Tenant with not interpose any counterclaim of whatever nature or description in any such
proceeding. In addition, Tenant hereby submits to local jurisdiction in the State of California and agrees that any action by
Tenant against Landlord shall be instituted in the State of California and that Landlord shall have personal jurisdiction over
Tenant for any action brought by Landlord against Tenant in the State of California.
28.18 Electrical Service to the Premises. Anything set forth in Section 7.01 or elsewhere in this Lease to the contrary
notwithstanding, electricity to the Premises shall not be furnished by Landlord, but shall be furnished by the approved electric
utility company serving the Building. Landlord shall permit Tenant to receive such service directly from such utility company at
Tenant's cost (except as otherwise provided herein) and shall permit Landlord's wire and conduits, to the extent available,
suitable and safely capable, to be used for such purposes.
28.19 Rights Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except as
otherwise expressly provided to the contrary in this Lease) and without being deemed an eviction or disturbance of Tenant's
use or possession of the Premises or giving rise to any claim for set-off or abatement of Rent: (i) to change the name of street
address of the Building; (ii) to install, affix and maintain all signs on the exterior and/or interior of the Building; (iii) to designate
and/or approve prior to installation, all types of signs, window shades, blinds, drapes, awnings or other similar items, and all
internal lighting that may be visible from the exterior of the Premises and, notwithstanding the provisions of Article IX, the
design, arrangement, style, color and general appearance of the portion of the Premises visible from the exterior, and contents
thereof, including without limitation, furniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all changes,
additions and removals thereto, shall, at all times have the appearance of premises having the
same type of exposure and used for substantially the same purposes that are generally prevailing in comparable office buildings
in the area. Any violation of this provision shall be deemed a material breach of this Lease; (iv) to change the arrangement of
entrances, doors, corridors, elevators and/or stairs in the Building, provided no such change shall materially adversely affect
access to the Premises; (v) to grant any party the exclusive right to conduct any business or render any service in the Building,
provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purposes permitted under this
Lease; (vi) to prohibit the placement of vending or dispensing machines of any kind in or about the Premises other than for use
by Tenant's employees; (vii) to prohibit the placement of video or other electronic games in the Premises; (viii) to have access
for Landlord and other tenants of the Building to any mail chutes and boxes located in or on the Premises according to the rules
of the United States Post Office and to discontinue any mail chute business in the Building; (ix) to close the Building after
normal business hours, except that Tenant and its employees and invitees shall be entitled to admission at all times under such
rules and regulations as Landlord prescribes for security purposes; (x) to install, operate and maintain security systems which
monitor, by close circuit television or otherwise, all persons entering or leaving the Building; (xi) to install and maintain pipes,
ducts, conduits, wires and structural elements located in the Premises which serve other parts or other tenants of the Building;
and (xii) to retain at all times master keys or pass keys to the Premises.
28.20 Lease Termination. The lease entered into by and between Landlord and Tenant for Suite 503 dated October 1,
2003 ("Prior Lease") shall be terminated and Tenant shall be excused from any further obligations under the Prior Lease,
including rent payments, upon the Commencement Date of the Lease.
IN WITNESS WHEREOF , the parties hereto have executed this lease as of the date first above written.
16501 Ventura, LLC
c/o Jamison Properties, Inc.
By: /s/ TAE NAM By: /s/ DAVID FOX
Tae Nam David Fox
Its: Regional Manager Its: President
Date: 7/7/04 Date: 7-6-04
WORK LETTER AGREEMENT
[Landlord Performs Work]
THIS AGREEMENT made as of the July 6, 2004, between 16501 Ventura, LLC, a California limited liability company, as
("Landlord") and Deja Foods, Inc., a Nevada corporation, as ("Tenant").
Reference is made to the Lease dated July 6, 2004 (the "Lease") for premises known as Encino Executive Plan, Suite 602 (the
"Premises"), located in the property known as 16501 Ventura Blvd, Encino, CA (the "Property").
1. Landlord shall put up a wall to divide one office into two, as indicated on the floorplan.
2. Re-paint and carpet entire premises with building standard material.
3. Laminate reception desk.
4. Landlord shall pay for the moving cost, including phone and data cabling.
5. Any other work not described in Work Letter Agreement shall be Tenant's responsibility.
Landlord will use reasonable efforts to complete the Work by the Commencement Date under the Lease or within 60 days
thereafter, subject in further delays beyond Landlord's reasonable control (as may be further described in the Lease); provided,
notwithstanding anything to the contrary contained in the Lease, delays in the Work hereunder shall not postpone the
commencement of Rent under any circumstances whether the delay is caused by Tenant or Tenant's contractors, agents or
employees, or the delay is otherwise beyond Landlord's reasonable control (as may be further described in the Lease), or for
any other reason whatsoever. Tenant acknowledges that the Work may occur during normal business hours while Tenant is in
occupancy of the Premises and that no interference to Tenant's business operations in, or use of, the Premises shall entitle
Tenant to any abatement of rent or any other concession, or give rise to any claim against, or liability of Landlord.
Notwithstanding anything to the contrary contained in this Work Letter, it is expressly understood and agreed by and
between the parties hereto that, (a) The recourse of Tenant or its successors or assigns against Landlord with respect to the
alleged breach by or on the part of Landlord of any representation, warranty, covenant, undertaking or agreement contained in
this Work Letter (collectively, "Landlord's Work Letter Undertakings") shall extend only to Landlord's interest in the rent estate
of which the Premises demised under the Lease are a part (hereinafter, "Landlord's Real Estate") and not to any other assets of
Landlord or its beneficiaries; and (b) Except to the extent of Landlord's interest in Landlord's Real Estate, no personal liability or
personal responsibility of any sort with respect to any of Landlord's Work Letter Undertakings or any alleged branch thereof is
assumed by, or shall at any time be asserted or enforceable against, Landlord, or against any of their respective directors,
officers, shareholders, employees, agents, constituent partners, beneficiaries, trustees or representatives.
16501 Ventura, LLC c/o
Jamison Properties, Inc.
By: /s/ TAE NAM
Its: Regional Manager
By: /s/ DAVID FOX
COPIES OF INITIAL PLAN
Suite #608 as indicated on the floorplan
RULES AND REGULATIONS
1. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed
or used for any purpose other than ingress and egress. The halls, passages, entrances, elevators, stairways, balconies and roof
are not for the use of the general public, and Landlord shall in all cases retain the right to control or prevent access thereto by
all persons whose presence in the judgment of Landlord shall be prejudicial to the safety, character, reputation or interests of
Landlord and its tenants, provided that nothing herein contained shall be construed to prevent such access by persons with
whom the tenant normally deals in the ordinary course of its business unless such persons are engaged in illegal activities. No
tenant and no employees of any tenant shall go upon the roof of the Building without the written consent of Landlord.
2. No awnings or other projections shall be attached to the outside walls or surfaces of the Building nor shall the interior
or exterior of any windows be coated without the prior written consent of Landlord. Except as otherwise specifically approved
by Landlord, all electrical ceiling fixtures hang in offices or spaces along the perimeter of the Building must be fluorescent and
of a quality, type, design and bulb color approved by Landlord. Tenant shall not place anything or allow anything to be placed
near the glass of any window, door, partition or wall which may appear unsightly from outside the Premises.
3. No sign, picture, plaque, advertisement, notice or other material shall be exhibited, painted, inscribed or affixed by any
tenant on any part of, or so as to be seen from the outside of, the Premises or the Building without the prior written consent of
Landlord. In the event of the violation of the foregoing by any tenant, Landlord may remove the same without any liability, and
may charge the expense incurred in such removal to the tenant violating this rule. Interior signs on doors and the directory
tablet shall be inscribed, painted or affixed for each tenant by Landlord at the expense of such tenant, and shall be of a size,
color and style acceptable to Landlord.
4. The toilets and wash basins and other plumbing fixtures shall not be used for any purpose other than those for which
they were constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein. All damage resulting from
any misuse of the fixtures shall be borne by tenant who, or whose servants, employees, agents, visitors or licensees, shall have
caused the same.
5. No tenant or its officers, agents, employees or invitees shall mark, paint, drill into, or in any way deface any part of the
Premises or the Building. No boring, cutting or stringing of wires or laying of linoleum or other similar floor coverings shall be
permitted except with the prior written consent of Landlord and as Landlord may direct.
6. No bicycles, vehicles or animals of any kind shall be brought into or kept in or about the Premises and no cooking shall
be done or permitted by any tenant on the Premises except that microwave cooking in a UL-approved microwave oven and the
preparation of coffee, tea, hot chocolate and similar items for the tenant and its employees and business visitors shall be
permitted. Tenant shall not cause or permit any unusual or objectionable odors to escape from the Premises.
7. The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be
incidental to the use of the Premises for general office purposes. No tenant shall engage or pay any employees on the Premises
except those actually working for such tenant on the Premises nor advertise for laborers giving an address at the Premises. The
Premises shall not be used for lodging or sleeping or for any immoral or illegal purposes.
8. No tenant or its officers, agents, employees or invitees shall make, or permit to be made any unseemly or disturbing
noises, sounds or vibrations or disturb or interfere with occupants of this or neighboring buildings or Premises or those having
business with them whether by the use of any musical instrument, radio, phonograph, unusual noise, or in any other way.
9. No tenant or its officers, agents, employees or invitees shall throw anything out of doors, balconies or down the
10. Tenant shall not maintain armed security in or about the Premises nor possess any weapons, explosives, combustibles
or other hazardous devices in or about the Building and/or Premises.
11. No tenant or its officers, agents, employees or invitees shall at any time use, bring or keep upon the Premises any
flammable, combustible, explosive, foul or noxious fluid, chemical or substance, or do or permit anything to be done in the
leased Premises, or bring or keep anything therein, which shall in any way increase the rate of fire insurance on the Building, or
on the property kept therein, or obstruct or interfere with the rights of other tenants, or in any way injure or annoy them, or
conflict with the regulations of the Fire Department or the fire laws, or with any insurance policy upon the Building, or any part
thereof, or with any rules and ordinances established by the Board of Health or other governmental authority.
12. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any tenant, nor shall any
changes be made in existing locks or the mechanism thereof. Each tenant must, upon the termination of this tenancy, restore to
Landlord all keys of stores, offices, and toilet rooms, either furnished to, or otherwise procured by, such tenant, and in the event
of the loss of any keys so furnished, such tenant shall pay to Landlord the cost of replacing the same or of changing the lock or
locks opened by such lost key if Landlord shall deem it necessary to make such change.
13. All removals, or the carrying in or out of any safes, freight, furniture, or bulky matter of any description must take place
during the hours which Landlord may determine from time to time. The moving of safes or other fixtures or bulky matter of any
kind must be made upon previous notice to the manager of the Building and under his or her supervision, and the persons
employed by any tenant for such work must be acceptable to Landlord. Landlord reserves the right to inspect all safes, freight
or other bulky articles to be brought into the Building and to exclude from the Building all safes, freight or other bulky articles
which violate any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part. Landlord
reserves the right to prohibit or impose conditions upon the installation in the Premises of heavy objects which might overload
the building floors. Landlord will not be responsible for loss of or damage to any safes, freight, bulky articles or other property
from any cause, and all damage done to the Building by moving or maintaining any such safe or other property shall be repaired
at the expense of the tenant.
14. No tenant shall purchase or otherwise obtain for use in the Premises water, ice, towel, vending machine, janitorial,
maintenance or other like services, or accept barbering or bootblacking services, except from persons authorized by Landlord,
and at hours and under regulations fixed by Landlord.
15. Landlord shall have the right to prohibit any advertising by any tenant which, in Landlord's opinion, tends to impair
the reputation of the Building or its desirability as an office building and upon written notice from Landlord any tenant shall
refrain from or discontinue such advertising. No tenant shall use any graphic image of the Building or any part of the Building
for advertising or public relations without Landlord's written permission.
16. Landlord reserves the right to exclude from the Building between the hours of 10:00 p.m. and 7:00 a.m. and at all hours
of Saturdays, Sundays and legal holidays all persons who do not present a pass signed by Landlord. Landlord shall furnish
passes to persons for whom any tenant requests the same in writing. Each tenant shall be responsible for all persons for whom
he requests passes and shall be liable to Landlord for all acts of such persons. Landlord shall in no case be liable for damages
for any error with regard to the admission to or exclusion from the Building of any person. In the case of invasion, mob, riot,
public excitement or other commotion, Landlord reserves the right to prevent access to the Building during the continuance of
the same, by closing of the gates and doors or otherwise, for the safety of the tenants and others and the protection of the
Building and the property therein.
17. Any outside contractor employed by any tenant, shall, while in the Building, be subject to the prior written approval of
Landlord and subject to the Rules and Regulations of the Building. Tenant shall be responsible for all acts of such persons and
Landlord shall not be responsible for any loss or damage to property in the Premises, however occurring.
18. All doors opening onto public corridors shall be kept closed, except when in use for ingress and egress, and left locked
when not in use.
19. The requirements of tenants will be attended to only upon application to the Office of the Building.
20. Canvassing, soliciting and peddling in the Building are prohibited and each tenant shall cooperate to prevent the same.
21. All office equipment of any electrical or mechanical nature shall be placed by tenants in the Premises in setting
approved by Landlord, to absorb or prevent any vibration, noise or annoyance.
22. No air conditioning unit or other similar apparatus shall be installed or used by any tenant without the written consent
23. There shall not be used in any space, or in the public halls of the Building either by any tenant or others, any hand
trucks except those equipped with rubber tires and side guards.
24. Landlord will direct electricians as to where and how telephone and telegraph wires are to be introduced. No boring or
cutting for wires or stringing of wires will be allowed without written consent of Landlord. The location of telephones, call boxes
and other office equipment affixed to the Premises shall be subject to the approval of Landlord. All such work shall be effected
pursuant to permits issued by all applicable governmental authorities having jurisdiction.
25. No vendor with the intent of selling such goods shall be allowed to transport or carry beverages, food, food
containers, etc., on any passenger elevators. The transportation of such items shall be via the service elevators in such manner
as prescribed by Landlord.
26. Tenants shall cooperate with Landlord in the conservation of energy used in or about the Building, including without
limitation, cooperating with Landlord in obtaining maximum effectiveness of the cooling system by closing drapes or other
window coverings when the sun's rays fall directly on windows of the Premises, and closing windows and doors to prevent
heat loss. Tenant shall not obstruct, alter or in any way impair the efficient operation of Landlord's heating, lighting, ventilating
and air conditioning system and shall not place bottles, machines, parcels or any other articles on the induction unit enclosure
so as to interfere with air flow. Tenant shall not tamper with or change the setting of any thermostats or temperature control
valves, and shall in general use heat, gas, electricity, air conditioning equipment and heating equipment in a manner compatible
with sound energy conservation practices and standards.
27. All parking ramps and areas, pedestrian walkways, plazas, and other public areas forming a part of the Building shall be
under the sole and absolute control of Landlord with the exclusive right to regulate and control these areas. Tenant agrees to
conform to the rules and regulations that may be established by Landlord for these areas from time to time.
28. Landlord reserves the right to exclude or expel from the Building any person who, in the judgment of Landlord, is
intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of the rules and
regulations of the Building.
29. Tenant and its employees, agents, subtenants, contractors and invitees shall comply with all applicable "no-smoking"
ordinances and, irrespective of such ordinances, shall not smoke or permit smoking of cigarettes, cigars or pipes outside of
Tenant's Premises (including plaza areas) in any portions of the Building except areas specifically designated as smoking areas
by Landlord. If required by applicable ordinance, Tenant shall provide smoking areas within Tenant's Premises.
FOR VALUE RECEIVED , and in consideration for, and as an inducement to, as Landlord, to enter into the foregoing
Lease dated July 6, 2004(the "Lease") with Deja Foods, Inc. a Nevada corporation, as Tenant, the undersigned individual(s),
David Fox hereby absolutely and unconditionally guarantees to Landlord, its successors and assigns, the prompt and full
payment of all rent and all other payments to be made by Tenant under this Lease, and the full performance and observance by
Tenant of all the other terms, covenants, conditions and agreements therein provided to be performed and observed by Tenant,
for which the undersigned shall be jointly and severally liable with Tenant. The undersigned hereby waives any notice of
nonpayment, nonperformance or nonobservance, or proof of notice or demand. The undersigned agrees that in the event of a
default by Tenant under the Lease, Landlord may proceed against the undersigned before, after or simultaneously with
proceeding against Tenant. This Guaranty shall not be terminated, affected, or impaired in any manner by reason of: (1) the
assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the
Lease; (2) the commencement of summary or other proceedings against Tenant; (3) the failure of Landlord to enforce any of its
rights against Tenant; or (4) the granting by Landlord of any extensions of time to Tenant. The undersigned further covenants
and agrees that: (1) the undersigned shall be bound by all the provisions, terms, conditions, restrictions and limitations
contained in the Lease which are to be observed or performed by Tenant thereunder, the same as if the undersigned were
named therein as Tenant; and (2) this Guaranty shall be absolute and unconditional and shall be in full force and effect with
respect to any amendment, addition, assignment, sublease transfer or other modification of the Lease, whether or not the
undersigned shall have knowledge or have been notified of or agreed or consented thereto. If Landlord at any time is compelled
to take action, by legal proceedings or otherwise, to enforce or compel compliance with the terms of this Guaranty, the
undersigned shall, in addition to any other rights or remedies to which Landlord may be entitled hereunder or as a matter of law
or in equity, pay to Landlord all costs, including reasonable attorneys' fees, incurred or expended by Landlord in connection
therewith. In the event the Lease in disaffirmed by a Trustee in Bankruptcy for Tenant, the undersigned agrees that it shall, at
the election of Landlord, either assume the Lease and perform all of the covenants, terms and conditions of Tenant thereunder
or enter into a new lease, which said new lease shall be in form and substance identical to the Lease. All duties and obligations
of the undersigned pursuant to this Guaranty shall be binding upon the successors and assigns of the undersigned. For
purposes of this Guaranty, the word "Tenant" shall include the successors and assigns of the undersigned. This Guaranty shall
be governed by and construed in accordance with the laws of the State of California.
The undersigned further agrees that, to the extent that Tenant makes a payment or payments to Landlord or Landlord
receives any proceeds of collateral, which payment or payments or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, act aside or otherwise is required to be repaid to Tenant, its estate, trustee, receiver or any other
party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the
extent of such payment or repayment, the obligations of Tenant or part thereof which has been paid, reduced or satisfied by
such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or
satisfaction occurred. The undersigned shall defend and indemnify Landlord of and from any claim or loss under this paragraph
including Landlord's attorneys and paralegal fees and expenses and other expenses in the defense of any such action or suit.
The undersigned waives and shall have no right of subrogation, indemnification, reimbursement or exoneration with respect to
the liabilities of Tenant under the Lease or any rights of contribution from any other guarantors of such liabilities.
"Guarantor waives (i) notice of acceptance of this guaranty and any and all notices and demands of every kind that may be
required to be given by any statute or rule or law, (ii) presentment, demand,
notice of dishonor, protest and all other notices whatsoever, (iii) any right to participate in any security now or later held by
Landlord, (iv) any right to enforce remedies Tenant now has, or later may have, against Landlord, (v) diligence in collection or
protection of or realization upon any obligation hereunder, or any security for or guaranty of any of the foregoing, and any and
all formalities that otherwise might be legally required to charge Guarantor with liability, (vi) any right to require Landlord to
proceed against Tenant or any other person at any time or to proceed against or exhaust any security held by Landlord at any
time or to pursue any other remedy whatsoever at any time, (vii) the defense of any statute of limitations affecting the liability of
Guarantor hereunder or the enforcement thereof, to the extent permitted by law, (viii) any duty of Landlord to advise Guarantor
of any information known to Landlord regarding the financial condition of Tenant (it is agreed that Guarantor assumes the
responsibility for being and keeping informed regarding such condition), (ix) Civil Code Sections 2800-2802, 2807, 2809, 2845,
2849, and 2850. The obligations of Guarantor hereunder are independent of the obligations of Tenant and, in the event of any
default hereunder, a separate action or actions may be brought and prosecuted against Guarantor whether or not Tenant is
joined therein or a separate action or actions are brought against Tenant."
/s/ DAVID FOX
OFFICE LEASE between 16501 Ventura, LLC A Nevada limited liability Company (Landlord) and Deja Foods, Inc. A Nevada